CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT – DATA SITE RULES

RULES AND PROCEDURES GOVERNING ACCESS TO AND MANAGEMENT OF THE DATA SITE IN ACCESSING AND USING THE DATA SITE.
BY CLICKING THE ‘ENTER’ BUTTON BELOW TO GAIN ACCESS TO THE VIRTUAL DATA ROOM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THE DATA SITE RULES SET OUT BELOW:

1. Parties

“Disclosing Party” means:

(1) BPM GP1 Limited (Company Number 704573) in its capacity as general partner of BPM 1 Limited Partnership having its registered office at 7th Floor O’Connell Bridge House, 27/28 D’Olier Street, Dublin 2, D02 RR99 a company incorporated in Ireland and having its registered office at (a “Disclosing Party”);

(2) BPM GP2 Limited (Company Number 704574) in its capacity as general partner of BPM 2 Limited Partnership having its registered office at 7TH Floor, O’Connell Bridge House, 27/28 D’Olier Street, Dublin 2, D02 RR99 (a “Disclosing Party”);

(3) BPM GP3 Limited (Company Number 704575) in its capacity as general partner of BPM 3 Limited Partnership having its registered office at 7TH Floor, O’Connell Bridge House, 27/28 D’Olier Street, Dublin 2, D02 RR99

(each a Disclosing Party, and together the Disclosing Parties)

“Property” means Belgard Retail Park, Off Belgard Road, Tallaght, Dublin 24; Poppyfield Retail Park, Clonmel, County Tipperary; and, M1 Retail Park, Drogheda, County Louth

“Receiving Party” means the party hereby granted access to the Data Site (each a Party, together being the Parties)

2. The Parties may enter into discussions/negotiations concerning a possible transaction involving the Property and/or the potential sale of the Property by the Disclosing Parties (the Proposed Transaction).

3. In consideration of the Disclosing Parties agreeing to make available to the Receiving Party certain information relating to the Property the subject of the Proposed Transaction and other confidential information, the Parties agree to comply with the terms set out in this Agreement.

1. Definitions

1.1. In this Agreement:

Affiliate means another Person which is controlled by a party hereto, which controls a party hereto or which is under common control with a party hereto;

Business Day means any day on which banks are generally open for business in Dublin, excluding Saturdays and Sundays;

Confidential Information means any information or data relating to the Property, the Disclosing Party and the Proposed Transaction including the technology, know how, trade secrets, trade, proprietary and/or other confidential information of a Party or any of its Affiliates, including, without limitation, any and all finance and facility documents, security documents, title documents, reports, valuations, statements of affairs, database data, security reviews, surveys, planning materials, books, records, accounts, memoranda, agreements, documents, correspondence and information in relation to any tenants of the Property and other data and any and all discoveries, ideas, concepts, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans and strategies, customer names and other technical, financial or commercial information or personal data relating to or concerning the Property, the Disclosing Party and/or a party to this Agreement (or an Affiliate) and/or, in any case whether disclosed in written, oral, electronic or other tangible or intangible forms, and however recorded, preserved or disclosed, and whether disclosed directly by one party to this Agreement to another party to this Agreement or by a third party on behalf of a party to this Agreement and whether disclosed before or after the date of this Agreement and may include information received from third parties acting in cooperation with or for the Disclosing Parties;

Control means the power of a Person, to secure directly or indirectly including through one or more intermediaries:

(a) by means of the holding of shares or the possession of voting power directly or indirectly in or in relation to that or any other Person; or

(b) by virtue of any powers conferred by the constitutional documentation or other document regulating that or any other Person,

that the affairs of another Person are conducted in accordance with the wishes of the first mentioned Person and the expressions controlled and under common control which shall be construed accordingly;

Person includes any individual, company, body corporate, partnership, trust or other entity;

Potential Recipient means

(a) the Receiving Party; and

(b) any Affiliate of the Receiving Party;

(c) any trust, fund, partnership or other entity managed or advised by the Receiving Party or any of its Affiliates;

(d) any trust, fund, partnership or other entity established for the purpose of the Purpose;

(e) any actual or prospective recognised institutional grade co-investor (a Co-Investor) with any of the persons identified in paragraphs (a) to (d) above, any Affiliate of such Co-Investor or any manager or advisor to such Co-Investor;

(f) any actual or prospective financier to any of the persons identified in paragraphs (a) to (e) above; and

(g) any actual or potential adviser to any of the persons identified in paragraphs (a) to (f) above.

Purpose means the use of the Confidential Information in carrying out diligence on the the Property and in any discussions and negotiations between or within the parties hereto concerning or in connection with the Proposed Transaction or any part thereof.

1.2. Headings are inserted for convenience only and do not affect the construction of this Agreement.

2. Provision of Information

The Receiving Party acknowledges and agrees that neither the Disclosing Parties nor any of their Affiliates, representatives, employees, advisors or agents makes any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any Confidential Information. Furthermore the Receiving Party acknowledges on its own behalf and on behalf of any Person to which it supplies or arranges for the supply of the Confidential Information that all information, including without limitation all Confidential Information, provided to any Potential Recipient by or on behalf of the Disclosing Parties and/or their Affiliates, representatives, employees, advisors or agents is provided on a non-reliance basis and it shall not be under any obligation to update or correct any inaccuracy in any information or be otherwise liable to any Potential Recipient in respect of any information.

3. Protection of Confidential Information

3.1. The Receiving Party shall keep and maintain all Confidential Information received in whatever form or manner from the Disclosing Parties or their Affiliates, representatives, employees, advisors or agents in strict confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the Receiving Party maintains in order to provide adequate protection of its own confidential information against unauthorised disclosure, copying or use.

3.2. The Receiving Party shall ensure that disclosure of the Confidential Information by any means (including without limitation by means of email communication) is restricted to those directors, officers, employees and advisers of any Potential Recipient having the need to know the same for the Purpose and shall ensure and actively procure that each such Potential Recipient and Person is made aware of the confidential nature of the Confidential Information and is bound by confidentiality obligations similar to those contained in this Agreement.

3.3. Copies or reproductions of any Confidential Information shall not be made by the Receiving Party except to the extent reasonably necessary for the Purpose. Confidential Information and all copies or reproductions thereof shall be deemed to be the property of the Disclosing Parties.

4. Limitations, Remedies and Exclusion of Warranties

4.1. Subject to the exceptions contained in clause 5 of this Agreement and to the provisions of clause 6, the Receiving Party shall not:

4.1.1. divulge the Confidential Information of the Disclosing Parties, in whole or in part, and by any means, to any third party other than to any of the directors, officers, employees and advisers of a Potential Recipient who need to receive the Confidential Information in connection with the Purpose;

4.1.2. use or permit the use of the Confidential Information of the Disclosing Parties for any purpose other than the Purpose; or

4.1.3. make or permit to be made any commercial use of the Confidential Information of the Disclosing Parties or any part thereof for any purpose other than the Purpose without the prior written consent of the Disclosing Parties.

4.2. The Receiving Party shall be liable to the Disclosing Parties in the event of any use by a Potential Recipient of the Confidential Information for any purpose other than the Purpose and agrees that if it becomes aware of any breach of the terms hereof it shall as soon as reasonably practicable notify the Disclosing Parties of the same and shall give (or procure that there is given) to the Disclosing Parties all reasonable assistance in connection with any proceedings which the Disclosing Parties may institute in respect of any such breach against any of the Potential Recipients and will use all reasonable endeavours to prevent the occurrence of any further breach of the terms hereof.

4.3. Without prejudice to any other rights and remedies that the Disclosing Parties may have, the Receiving Party acknowledges that, in certain circumstances, damages may not be an adequate remedy for the breach of this Agreement and the Disclosing Parties may be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement (and/or to procure that the Receiving Party seeks such reliefs from any Potential Recipient or other third party to whom the Confidential Information has been disclosed) and that no proof of special damages shall be necessary for the enforcement of this Agreement.

4.4. None of the Receiving Party and/or any Potential Recipient will, without the express written consent of the Disclosing Parties, contact or communicate (directly or indirectly) with an individual or company whose information comprises part of the Confidential Information pursuant to this Agreement or otherwise discuss with or make known to such company, individual or other party that the Receiving Party is reviewing the Confidential Information provided, however, that the Receiving Party shall not be prohibited from communicating (directly or indirectly) with any party referred to in this clause where it has a prior relationship with such party and such communication is not in connection with, (whether directly or indirectly), the Proposed Transaction or the Purpose, provided always that the Receiving Party does not

(i) use or reveal Confidential Information to any such party;

(ii) disclose the fact that it received the Confidential Information to any such party; or

(iii) disclose any terms or conditions with respect to a Proposed Transaction or the existence of a Proposed Transaction to any such party.

5. Exceptions

5.1. The foregoing obligations shall not apply to any Confidential Information which:

5.1.1. is in the public domain at the time of disclosure or later becomes in the public domain other than by reason of a breach of this Agreement;

5.1.2. can be reasonably shown to have been known to the Receiving Party prior to disclosure by the Disclosing Parties;

5.1.3. is disclosed to the Receiving Party by a third party who did not obtain such Confidential Information, directly or indirectly, from the Disclosing Parties subject to any confidentiality obligations in favour of the Disclosing Parties or from any third party who was subject to any such obligation and who was entitled to disclose such information as a matter of right, without any restriction on disclosure and/or use in favour of the Disclosing Parties; or

5.1.4. is required by applicable law or by an order or direction of a court of competent jurisdiction or of any stock exchange, governmental department or agency or other regulatory body to be disclosed (in which case the Receiving Party will give the Disclosing Parties as much prior written notice thereof as reasonably practicable and disclosure will be made only to the extent required, and subject to the Person(s), bodies or entities to whom the information is so disclosed being bound by obligations of confidentiality to the extent reasonably possible).

6. Affiliates

6.1. The Disclosing Parties recognise that the Receiving Party may be part of an organisation of multiple legal entities in several jurisdictions and that it may be necessary or appropriate for each the Receiving Party to provide Confidential Information to its Affiliates. For this purpose, the Disclosing Parties agree that:

6.1.1. the Receiving Party may disclose Confidential Information received by it to an Affiliate but only to the extent that such Affiliate has a need to know such Confidential Information for the Purpose;

6.1.2. disclosure by or to an Affiliate of the Receiving Party hereto shall be deemed to be a disclosure by or to the Receiving Party, as applicable; and

6.1.3. the Receiving Party shall procure that its Affiliates shall observe and properly perform the terms and conditions of this Agreement.

7. Data Protection

7.1. To the extent that the performance by the Receiving Party of its obligations under this Agreement involves the processing of personal data (as defined in the Data Protection Acts 1988 to 2018 (as amended, revised or replaced from time to time) (the "DPA")) on behalf of the Disclosing Parties, the Receiving Party agrees:

7.1.1. to process the data solely in accordance with the instructions of the Disclosing Parties and the terms of this Agreement;

7.1.2. to implement and maintain such technical and organisational security measures as may be required to comply with the Disclosing Parties data security obligations in the DPA;

7.1.3. to notify the Disclosing Parties and obtain their prior written approval to the transfer of personal data to a country or territory outside of the European Economic Area; and

7.1.4. to enter into such other written agreement in respect of the processing or transfer of personal data as the Disclosing Parties may require.

8. No License or Warranties

All Confidential Information including any intellectual property rights and other rights (howsoever described) in the Confidential information are and shall remain the absolute property of the Disclosing Parties and no license under any trademark, patent, copyright or any other intellectual property right is granted or implied by the disclosure of Confidential Information to the Disclosing Parties. None of the Confidential Information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee or other inducement of any kind by either party to the other or to any other person(s) with respect thereto including, in particular, with respect to the non-infringement of trade marks, patents, copyrights or any other intellectual property or other rights of third parties.

9. No Commitment

The Parties further mutually acknowledge that, except for this Agreement, no Party shall be committed to another Party in any way, or obliged to enter into any transaction, unless and until a further formal agreement is duly executed and delivered and that no Party is obligated in any way to enter into any such agreement. The Parties agree not to make, issue, or release any public announcement, statement or acknowledgement of the existence of this Agreement, the discussions between the Parties or any evaluation being undertaken by any Party, or the Proposed Transaction without the prior written consent of the other Parties, except as may be required by law.

10. Terms and Termination

10.1. This Agreement shall govern all communications relating to Confidential Information between the Parties hereto within the scope of the Purpose until such time as this Agreement is either expressly superseded by a subsequent agreement between the Parties hereto or upon the expiry of two years from the date hereof, whichever is the earlier.

10.2. On termination or expiration of this Agreement, the Receiving Party shall on written request forthwith return (or procure the return) to the Disclosing Parties, or as the Disclosing Parties may direct, all Confidential Information received by it and in addition, at the option of the Disclosing Parties, shall either (a) return (or procure that there shall be returned) all copies or reproductions of any Confidential Information so received (in whatever form or medium the same shall have been made and whether in the possession or under the control of any Potential Recipient or of any of its or their respective agents or advisers) or (b) destroy (or procure the destruction of) all such copies or reproductions and confirm in writing to the Disclosing Parties that the same have been destroyed save that this obligation shall not apply to any advisor of any Potential Recipient who is required by its professional conduct rules to maintain files or records for a period of time or any Confidential Information provided to it. The provisions of this Agreement shall continue to apply to any Confidential Information retained in accordance with this Clause 10.2.

11. Waiver

The rights of the Disclosing Parties under this Agreement will not be prejudiced or restricted by any indulgence or forbearance extended to the Receiving Party, and no waiver by either party in respect of any breach of the terms of this Agreement will operate as a waiver in respect of any subsequent breach.

12. Assignment

This Agreement is personal to the Receiving Party and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the Disclosing Parties. Any Disclosing Party may assign their rights under this Agreement to any Affiliate on prior written notice to the Receiving Party.

13. Third Party Rights

13.1. Except as provided in this Agreement, this Agreement is made for the benefit of the Parties to it and their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

13.2. This agreement is made for the benefit of the Disclosing Parties and their Affiliates from time to time, and any of the Disclosing Parties Affiliates may enforce this agreement as if they were a Disclosing Party and a Party to this agreement.

13.3. The Parties may terminate, rescind or vary this agreement without the consent of any person who is not a Party to this agreement.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein. Unless expressly provided for in any subsequent agreement between the parties, in the event of any conflict between the terms of this Agreement and the terms of any other agreement entered into by the parties in relation to the Purpose and/or the Proposed Transaction, the terms of this Agreement shall prevail. Should any provision of this Agreement be determined to be void, invalid, or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof, which shall remain in full force and effect. All additions or modifications to this Agreement must be made in writing and must be signed by all parties hereto.

15. Governing Law

This Agreement and any dispute, controversy, proceeding or claim whatsoever arising out of or in any way relating to it or its formation, including the Data Room Rules shall be governed by and construed in accordance with Irish law and each party irrevocably submits to the exclusive jurisdiction of the courts of Ireland.

16. Entering the Data-Room

16.1. By entering this data-room you are accepting all of the above terms. Nothing in this data-room constitutes an offer to enter into any agreement or any form of invitation to treat whatsoever. Neither the Disclosing Parties nor any of the parties who have made the data-room available nor any of their respective directors, officers, employees, shareholders, Affiliates, partners, agents or advisers or any party having produced a report, valuation or other advices which have been made available as part of the data-room will have any liability with respect to any use or reliance upon any of the information in the data-room and none of them have any obligation to provide any additional information or to update or correct any inaccuracies which may become apparent in any of the information contained in the data-room.

16.2. By entering the data-room you are accepting the terms of this Agreement.