Confidentiality Agreement

For Signature By Prospective Purchaser:

Cushman & Wakefield, Inc. (“C&W”) has been retained on an exclusive basis by 400 Columbus, LLC (the “Owner”) with respect to the offering of 400 Columbus Avenue, Valhalla, NY (the “Property”) for sale. The Owner has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to C&W. All fees due C&W in connection with the sale of the Property shall be paid by the Owner. Neither C&W nor Owner shall be responsible for paying any fees to brokers, salespersons or finders representing potential purchasers.

In C&W’s capacity as exclusive agent, C&W has available for study certain information concerning the Property which may include various papers, documents, data, plans and other materials, portions of which may be included in a package or brochure (hereinafter referred to as the “Evaluation Materials”).  On behalf of the Owner, C&W is prepared to deal with a Potential Purchaser and furnish the Evaluation Materials to a Potential Purchaser in connection with discussions and negotiations concerning a possible transaction involving the Property on the condition that the undersigned Potential Purchaser (referred to herein as “we” or “us” or “our”) agrees to treat it in a confidential manner and make the representations and agreements herein provided.  Therefore, we hereby represent and agree as follows:

1. All Evaluation Materials pertaining to the Property which may be furnished to us by C&W shall continue to be the property of the Owner and C&W.  The Evaluation Materials will be used solely for the purpose of the contemplated purchase of the Property and may not be copied or duplicated without C&W’s written consent and must be returned to C&W immediately upon C&W’s request or when we terminate negotiations with respect to the Property.

2. We acknowledge and agree that the Evaluation Materials are confidential and that the Evaluation Materials may only be disclosed to our partners, employees, legal counsel and institutional lenders (“Related Parties”), for the sole purpose of evaluating the potential purchase of the Property.  We will advise our Related Parties in writing of their duty to protect the confidentiality of the Evaluation Materials from improper disclosure and direct them in writing to comply with the terms of this Agreement prior to disclosing any of the Evaluation Materials to such Related Parties (and we will obtain a corresponding written acknowledgment from such persons to treat all such Evaluation Materials in the manner required by this Agreement), and we will be liable for any non-compliance by such Related Parties.

3. We understand and acknowledge that C&W and the Owner do not make any representations or warranty as to the accuracy or completeness of the Evaluation Materials and that the information used in the preparation of the Evaluation Materials was furnished to C&W by others and has not been independently verified by C&W and is not guaranteed as to completeness or accuracy.

4. Neither C&W nor Owner shall be responsible for paying any fees to brokers, salespersons or finders representing potential purchasers.  We hereby indemnify and hold harmless C&W and the Owner and their respective affiliates and successors and assigns against and from any loss, liability or expense, including attorneys’ fees, arising out of any breach of any of the terms of this Agreement.  In addition, upon any breach of this Agreement by us or any Related Parties, Owner and C&W shall be entitled to all remedies available at law or in equity on account of such breach.

5. We, for ourselves and on behalf of our associates, agree that neither we nor our associates will contact any tenant, tenant’s representatives, or Owner’s mortgagee with respect to the possible sale of the Property, unless or until such permission is granted by Owner under a purchase and sale agreement.

6. We acknowledge that the Property has been offered for sale subject to withdrawal from the market, change in offering price, prior sale or rejection of any offer because of the terms thereof, lack of satisfactory credit references of any prospective purchaser, or for any other reason whatsoever, without notice.  We acknowledge that the Property is being offered to Potential Purchasers without regard to race, creed, sex, religion, or national origin.  This Agreement shall terminate in two (2) years from the date hereof except as to written claims by Owner against us prior thereto.

7. We agree to return all Evaluation Materials to C&W immediately upon the request of C&W or Owner and not retain any copies thereof.

8. The terms of this Agreement shall control over any additional purported requirements imposed by any offering memorandum, web-based or other electronic database or similar repository of Evaluation Materials to which you are granted access by C&W in connection with the Property, notwithstanding acceptance of such an offering memorandum and/or other Evaluation Materials or submission of an electronic signature, “clicking” on an “I Agree” icon or other indication of assent to such additional conditions.

9. This Agreement embodies the full understanding of the parties and may not be changed orally.

10. This agreement shall be governed and construed in accordance with the laws of the State of New York.

If in agreement with the foregoing, please return one signed copy of this agreement to: