Shops at Baxley

WHEREAS, Cleeman Realty Group LLC, with its address at 800 Se 4th Avenue Suite 508 Hallandale Beach FL 33009 ("Company"), and ________________________, with its address at ______________________________________ ("Recipient") have entered into discussions with respect to a proposed transaction ("Proposed Transaction") concerning certain property located at Shops at Baxley, 106 E Parker Street, Baxley, Georgia 31513 (the "Property") and to facilitate the Proposed Transaction the Company may disclose certain confidential and/or otherwise proprietary information to Recipient, including, without limitation, information regarding a Proposed Transaction; and

WHEREAS, the parties wish to protect, pursuant to this Agreement, such information.

NOW, THEREFORE, the parties, intending to be legally bound hereby, agree as follows:

1. 1.This Agreement shall apply to all Confidential Information disclosed by or on behalf of Company to Recipient or to Recipient's officers, directors, employees, agents, members, managers and other representatives ("Recipient Parties")."Confidential Information" means information, in whatever form disclosed or made available to Recipient Parties (including, without limitation, written, visual, electronic, audible or oral), whether before or after the execution of this Agreement, concerning the Property, including, but not limited to (i) tenancies, rent rolls, operating income, encumbrances: and (ii) any other information that Company discloses or makes available to the Recipient Parties, whether or not designated as confidential. The parties further acknowledge and agree that "Confidential Information" also includes any reports, notes, income statements, summaries, abstracts, or drafts of Confidential Information or of oral presentations, reports, or discussions referring to, describing, elaborating upon, or otherwise relating to Confidential Information, whether prepared by or for the Recipient Parties or others.
2. 2.Recipient acknowledges that, in connection with the Proposed Transaction, the Company from time to time may provide Confidential Information to the Recipient or to the Recipient Parties in confidence and solely for the purpose of evaluating, negotiating, or otherwise discussing the Proposed Transaction. Recipient represents and warrants that it will treat all Confidential Information of the Company as confidential and secret and that it will not disclose or permit access to, such Confidential Information except as permitted under this Agreement. Recipient acknowledges and agrees that (i) Company claims and reserves all rights afforded under all applicable privacy, intellectual property, and trade secret laws, regulations, and rulings in all Confidential Information furnished to Recipient or to the Recipient Parties; (ii) Recipient is granted only a limited right of use of Confidential Information, as specified above, which right is revocable at will by Company and not coupled with any interest in the Confidential Information; (iii) this Agreement shall not effect any transfer of right, title, or interest in or to any Confidential Information; and (iv) Recipient shall not assert any right, title, or interest in any Confidential Information of Company. Further Recipient will not contact, directly or indirectly, the owner of the Property, or any of its representatives or brokers for a period of one year from the date hereof.
3. 3.Recipient agrees: (i) to protect any and all Confidential Information from unauthorized use or disclosure with at least the same degree of care Recipient uses to protect its own confidential information of a similar nature; (ii) to use the Confidential Information only for the purpose(s) expressly set forth in, and in accordance with, the terms of this Agreement; (iii) not to disclose to or otherwise permit any third person or entity access to any Confidential Information except with prior written consent of the party owning such Confidential Information; (iv) to limit disclosure of Confidential Information to those employees, agents, attorneys, financial advisors and partners, 3rd party consultants, and potential tenant(s) or other representatives of Recipient who are necessary for and involved in the Proposed Transaction on Recipient's behalf; (v) to ensure that any Recipient Parties or parties permitted by subdivision (iv) to receive the same, and who receive or obtain Confidential Information are advised of the nature of the Confidential Information and of the obligations such party has undertaken with respect to such information under this Agreement and agree to comply with these obligations; and (vi) to take any and all other steps reasonably necessary to safeguard Confidential Information against unauthorized access or disclosure.
4. 4.In the event that Recipient is required by law or requested by any governmental agency or other regulatory authority (including any self-regulatory organization having jurisdiction or claiming to have jurisdiction over Recipient and/or its Representatives) or pursuant to legal process to disclose any of the Confidential Information, the fact that the Confidential Information has been made available to Recipient, that discussions or negotiations are taking place concerning the transaction or any of the terms, conditions, or other facts with respect thereto, such disclosure shall be permitted. Recipient shall endeavor to provide the Company with written notice of any such request or requirement, to the extent permissible and practicable under the circumstances, so that the Company may seek a protective order or other appropriate remedy.
5. 5.Information shall not be deemed Confidential Information if (i) it is already, or otherwise becomes, known to the public other than as a result of any act or omission of Recipient or any Recipient Parties; (ii) it is lawfully received from a third party having the right to disseminate the information without restriction on disclosure; or (iii) becomes available to Recipient on a non-confidential basis from a source other than the Company, its representatives or agents, provided that such source is not known by Recipient to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information.
6. 6.Upon Company's request or upon termination of the parties' negotiations or discussions towards the Proposed Transaction, whichever occurs first, Recipient shall surrender all Confidential Information in Recipient's possession, custody, or control (including, without limitation, the possession, custody, or control of any of the Recipient Parties).
7. 7.Recipient acknowledges and agrees that Company operates in a highly competitive environment; and that the unauthorized disclosure or use of Confidential Information will cause irreparable harm and significant injury to Company which will be difficult to measure with certainty or to compensate through money damages. Accordingly, Recipient agrees that injunctive or other equitable relief shall be appropriate in the event of any breach by Recipient of any part or parts of this Agreement, in addition to such other remedies as may be available at law.
8. 8.Recipient acknowledges and agrees that neither Company, nor its officers, directors, employees, agents, or other representatives (the "Company Related Parties") has made or will make any representation concerning the accuracy or completeness of Confidential Information; and that neither the Company nor any Company Related Party shall have any liability whatever to Recipient resulting from Recipient's use of Confidential Information.
9. 9.Recipient agrees that neither it nor its Agents will in any way whatsoever circumvent Company by dealing or attempting to deal, directly or indirectly, or permit another through disclosure of information to that party to deal, with any party to any lender, attorney, vendor, consultant, advisor, licensor, partner, party to any strategic alliance, competitor or other source of Company (including any principal or affiliate thereof), except through Company, on any matter covered by this Agreement.
10. 10.Recipient shall not disclose to any person or entity (i) the fact that Confidential Information has been made available to Recipient except as permitted under the terms of this Agreement, (ii) that discussions or negotiations are or have taken place concerning a possible Proposed Transaction, except as permitted under the terms of this Agreement or (iii) any of the terms, conditions or other facts with respect to any Proposed Transaction, including the status thereof, unless and only to the extent that such disclosure is, in the opinion of counsel to the Recipient, required by applicable law except as permitted under the terms of this Agreement. In such case, the Recipient shall advise and consult with Company about its intention to make such disclosure and the proposed contents thereof.
11. 11.This Agreement is effective as of the date hereof. The rights and obligations under this Agreement shall survive its termination and the termination of any negotiations or discussions between the parties in any event for a period of one (1) year.
12. 12.No delay or omission by Company to exercise any right or power occurring upon any noncompliance or default by Recipient with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by Company of any of the provisions of this Agreement shall not be construed to be a waiver of any succeeding breach thereof or of any other provision.
13. 13.This Agreement may be altered, amended, or otherwise changed only by a written instrument signed by authorized officers of both parties.
14. 14.Nothing in this Agreement shall obligate either of the parties to consummate the Proposed Transaction or otherwise enter into any business relationship. Each party claims and reserves the right, in its sole discretion and judgment, to terminate all negotiations and discussions with the other.

IN WITNESS WHEREOF, the Recipient has caused this Agreement to be executed by their duly authorized officers as set forth below as of September 14, 2026.