Shell and Valero Portfolio

Confidentiality Agreement

CONFIDENTIALITY AGREEMENT This Confidentiality Agreement ("Agreement") is made this 27th day of April, 2024, by and between TBD ("Owner"), and ("Recipient"), having an address at 2500 W 7th Ave , Corsicana, TX 0. (Owner and Recipient are hereinafter sometimes referred to collectively as the "Parties" and individually as a "Party"). R E C I T A L S: WHEREAS, the Parties may engage in or are currently engaged in discussions concerning a potential transaction relating to that certain retail shopping center located at 2500 W 7th Ave , Corsicana, TX 0 which is commonly known as "Shell and Valero Portfolio" (the "Property"); and WHEREAS, in connection with such discussions, Owner anticipates that Owner may provide Recipient with certain confidential and/or proprietary information of Owner; and WHEREAS, the Parties further recognize and acknowledge that the Confidential Information (hereinafter defined) is valuable, proprietary, special and unique and that protection of this information is of critical importance to Owner in maintaining its competitive position. NOW, THEREFORE, for and in consideration of the premises and mutual agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows: 1. Acknowledgment of Confidentiality. Recipient recognizes and acknowledges that during the course of discussions or negotiations relating to the potential sale of the Property by Owner to Recipient ("Potential Transaction"), Owner may deliver to Recipient certain written or printed confidential and/or proprietary business information, including, but not limited to, rent rolls and operating statements for the Property (collectively, "Confidential Information"). Recipient agrees that Confidential Information received by it from Owner in the furtherance of the evaluation of the Potential Transaction must (a) be received and maintained in strict confidence, (b) be used only for the purposes of the Potential Transaction, and (c) not be disclosed (except as otherwise permitted herein or required by law or legal process) to any person, firm, corporation, association, organization or other entity of any nature for any reason or purpose whatsoever without the express prior written consent of Owner. Recipient agrees that the foregoing restriction on the use of the Confidential Information, includes, without limitation, Recipient's agreement not to (d) contact any tenant of the Property, (e) contact any vendor or contractor providing services to the Property, or (e) use the financial or rent roll information for comparison of the Property to any other property. 2. Exceptions to Confidential Information. Notwithstanding anything herein to the contrary, no obligation or liability accrues hereunder with respect to Confidential Information, that (a) is or becomes publicly available other than as a result of acts byRecipient or its representatives in violation of this Agreement, (b) is, on the advice of counsel, required to be disclosed by law or by legal process, or (c) is disclosed byRecipient to its necessary agents or representatives in connection with evaluation of the proposed purchase as long as Recipient requires confidentiality with respect to such information. 3. Return of Confidential Information. Recipient must return all Confidential Information to Owner together with all copies thereof on or prior to the earlier of (a) the termination of negotiations for the purchase and sale of the Property by either Party, (b) the expiration or earlier termination of any contract of purchase and sale between the Parties relating to the Property, or (c) 60 days from the date hereof, unless on or prior to such date Owner and Recipient have entered into a formal written contract of sale. 4. Enforcement and Governing Law. In the event of a breach of any of this Agreement by Recipient, Owner shall be entitled to seek such remedies as may be available at law or in equity, including an action for damages, specific performance, injunction, accounting, or otherwise. Owner shall be entitled to recover, as part of its judgment, Owner's attorney's fees and court costs. The laws of the State of Texas govern the terms and conditions of the Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Sign Below *

• PRIDE OF OWNERSHIP - Acquisition to include both real estate and positive cash flowing businesses
• BRAND AWARENESS - Shell USA, Inc is the country’s 3rd largest oil producer with 2022 revenues in excess of $175.5B and a market capitalization of $212.89B
• MULTIPLE REVENUE STREAMS - Both locations receive revenue from the sale of fuel, lottery, beer & wine, tobacco and general convenience store merchandise, as well as income received from ATM and Cash Checking commissions

Shell & Valero Portfolio in Corsicana, TX. Investment opportunity includes the acquisition of both the real estate and positive cash flowing businesses of a Shell and a Valero in Corsicana. Both the Shell and the Valero have multiple revenue streams as a result from the sale of fuel, lottery, beer & wine, tobacco and general convenience store merchandise, as well as income received from ATM and Cash Checking commissions. The Valero location receives monthly rental income from Metro PCS as they are a tenant within the property. The Shell location has value-add potential with an existing built-out kitchen within the premises. Both assets are located along Hwy 31 which is the main east / west thoroughfare in the Corsicana market carrying over 22,208 VPD.