Non-Disclosure Agreement s5

CONFIDENTIALITY UNDERTAKING

Sierra Portugal, S.A. (“Sierra” or the “Disclosing Party”), as investment manager of Sierra European Retail Real Estate Assets Holdings BV (the “Fund”) is in the process of offering for sale an interest in Coimbrashopping- Centro Comercial, S.A., owner of the shopping centre “Coimbrashopping”, located in Coimbra, Portugal (the “Shopping Centre”), owned by the Fund. The Disclosing Party proposes to make available to us […] (the “Receiving Party”), certain Confidential Information concerning the equity interest of the Disclosing Party in the Shopping Centre (the “Interest”), for the exclusive purpose of evaluating the possibility of acquiring the Interest (the "Disclosure Purpose"). As a condition for the Disclosing Party providing the Receiving Party with Confidential Information, the Receiving Party hereby undertakes, also on behalf of its affiliates (where for the purpose of this agreement “affiliates” shall mean any company directly or indirectly controlled by or controlling the Receiving Party and any respective subsidiaries), as well as of their respective officers, agents, employees, managers and directors, advisors and representatives, to the Disclosing Party as follows:

1. For the purposes of this confidentiality agreement (the “Agreement”), Confidential Information shall mean all information and/or data obtained by the Receiving Party within the scope of this Agreement, and shall include, without limitation:

a) commercial, legal, business, financial, technical, operational, administrative, marketing or other information or data in whatever form supplied, received or otherwise made available (whether in oral, written, magnetic, electronic, digital or any other form) which is directly or indirectly disclosed or made available to the Receiving Party; b) copies, analyses, compilations, studies and other documents (including any Information Memorandum) which contain or otherwise reflect or are generated from any such information; and c) any terms or facts contemplating the Disclosure Purpose such as (i) the fact that the Confidential Information has been made available to it or that it has inspected any portion of the Confidential Information; (ii) the fact that any discussions or negotiations have started, are taking place, have taken place, or have terminated concerning the Disclosure Purpose; or (iii) any of the terms, conditions, facts or other matters with respect to the Disclosure Purpose or any of the foregoing, including the status thereof; or (iv) the existence and nature of this Agreement.

2. This Agreement shall not apply to information which:

a) is obtained by the Receiving Party on a non-confidential basis from sources other than the Disclosing Party without breach of any confidentiality obligation; b) was or becomes generally available to the public other than as a result of disclosure in breach of this Agreement or of any other confidentiality obligations.

3. The Receiving Party will be responsible for making its own decision on the Confidential Information and acknowledges that the Disclosing Party and/or the Fund and/or any of their advisors, directors, officers, employees, or agents (the Disclosing Party, the Fund and each such other person being referred to herein as “Relevant Persons” and each a “Relevant Person”) do not represent, warrant or undertake, expressly or implied, as to the accuracy, reliability, completeness or reasonableness of any of the Confidential Information. Accordingly, the Relevant Persons will not be liable for any loss or damage suffered by any person as a result of relying on any statement contained in or omitted from the Confidential Information.

4. The Receiving Party acknowledges that it is acting as a principal and not as an agent of or acting on behalf of any other party in connection with the Disclosure Purpose. It further acknowledges that it has not had any discussions regarding the Disclosure Purpose with any other third party.

5. The Receiving Party acknowledges that it shall not acquire any right, title or license in respect of the Confidential Information received from the Relevant Persons. All Confidential Information is and shall remain the property of the Disclosing Party. By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information.

6. The Receiving Party understands that the furnishing of the Confidential Information will not constitute an offer of any nature whatsoever by any Relevant Person, nor form the basis of or any representation in relation to any contract. Nothing in this Agreement shall be construed as an obligation for the Parties to enter into any further agreements or to proceed with any negotiations between themselves. Therefore, the Disclosing Party does not undertake to accept any offer and reserves the right to accept or reject any offer.

7. The Disclosing Party further reserves the right not to enter or to end at any time any discussions and to negotiate with one or more potential parties at any time and to enter into a definitive agreement in relation to the Disclosure Purpose without prior notice to the Receiving Party. The Disclosing Party also reserves the right, at any time, (i) to terminate further participation in the investigation and proposed process by the Receiving Party in respect of the Disclosure Purpose or (ii) to terminate the negotiations or the process contemplated by this Confidentiality Agreement.

8. The Receiving Party may disclose Confidential Information to its directors, officers, agents, managers, employees, advisors, and representatives (each such other person being referred to herein as “Representatives” and each a “Representative”),

who have a need to know such Confidential Information for the Receiving Party to pursue a business relationship with the Disclosing Party.

9. The undersigned Receiving Party undertakes and warrants that each of those Representatives are made aware of and adheres to the terms of the undertakings contained in this Agreement as if he, she or it were an original party to it, to enable Receiving Party to enforce all the provisions of this Agreement. The Receiving Party shall be fully responsible for any breach whatsoever of the provisions of this Agreement by any of its Representatives.

10. The Receiving Party shall:

a) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties unless the Disclosing Party expressly consents in writing in advance to such disclosure; b) Apply to the Confidential Information all the necessary security measures and level of care which are applicable to a confidential information of such nature, which will not, in any case, be less than the security measures and level of care used by the Receiving Party to protect its own confidential information and which it warrants as providing adequate protection from unauthorised disclosure, copying or use; c) Not copy, reproduce or reduce to writing any part of the Confidential Information except as may be reasonably necessary for the Disclosure Purpose, i.e. evaluating a potential transaction by its Representatives and undertake that any copies reproductions or reductions to writing so made shall be the property of the Disclosing Party and will be destroyed upon request of the Disclosing Party to that effect, under the terms of clause 14; d) Maintain and ensure that each of its Representatives maintain the Confidential Information in absolute confidence and use it only for the purpose of any discussions and negotiations concerning or in connection with the Disclosure Purpose and for no other purpose and in particular, but without prejudice to the generality of the foregoing, (i) not make any competitive or commercial use thereof (ii) not use the Confidential Information for its benefit of or of any third party other than pursuant to a further agreement with the Disclosing Party; and e) Be responsible for the performance of the subparagraphs above on the part of its Representatives to whom the Confidential Information is disclosed.

11. The Receiving Party may disclose Confidential Information of the Disclosing Party if so requested, compelled or required by any competent authority, in accordance with a judicial or a governmental or other administrative order, or which it may otherwise be required by law and/or regulation to disclose, provided that to the maximum extent possible the Receiving Party gives reasonable written notice, prior to such disclosure, and cooperates in a way to allow the Disclosing Party the opportunity to seek a protective order or equivalent. The Receiving Party will only furnish the portion of the Confidential Information which is legally required and will exercise its

best efforts to obtain a protective order, or other reliable assurance, that confidential treatment will be accorded to the Confidential Information.

12. The Receiving Party further agrees not to use the elements mentioned in this Agreement or the Disclosing Party or the Fund’ name, as well as any reference to the assets involved, in any public statements, publicity, advertisement or other disclosure with regard to Equity Interest, the Discloser Purpose and/or this Agreement without its prior written consent.

13. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party or any of its Representatives, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

14. The Receiving Party shall, within 5 business days (which, for the avoidance of doubt, will exclude Saturdays, Sundays and Portuguese and Spanish holidays) after the Disclosing Party’s notification, destroy, unless otherwise requested to return any physical documents:

a) all Confidential Information supplied to it and all copies thereof which are in its possession or under its control or which have been supplied to any of its Representatives; b) all notes, memoranda and other documents or computer files or records prepared by the Receiving Party or its Representatives, which contain Confidential Information, except for information which must be kept in order to comply with legal and/or regulatory purposes. Promptly thereafter the Receiving Party shall provide a certificate signed by one of its officers certifying that it has complied with the obligations of this clause 14 in their entirety.

15. Notwithstanding the return and/or destruction of the documents and materials containing Confidential Information, the Receiving Party shall be bound by the undertakings set out in this Agreement for the period of 3 (three) years from the disclosure of the Confidential Information.

16. The Receiving Party agrees to direct any questions concerning the Confidential Information exclusively to the Disclosing Party or to whom the latter indicates in writing. It is further understood that all (i) communications regarding the Disclosure Purpose, (ii) requests for additional information, (iii) requests for management meetings, and (iv) discussions or questions regarding procedures, shall be submitted or directed exclusively to the Disclosing Party or to whom the latter indicates in writing to the contacts identified in clause 23.

17. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. It shall not be modified except by a written agreement

dated subsequent to the date of this Agreement and signed by both Parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, or the Receiving Party, but only by an instrument in writing signed by an authorized representative of the Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

18. The Receiving Party will indemnify the Disclosing Party or the Fund as well as their subsidiaries and/or affiliates against all and any loss, liability, damage and expenses (including without limitation legal fees) incurred by them as a result of any breach by it or its Representatives of any term or condition contained herein or as a result of any unauthorised disclosure of the Confidential Information to any third party. Nothing contained herein shall be considered as prohibiting the Disclosing Party or the Fund from pursuing any other remedy available to it.

19. This Agreement shall be construed and governed by the Portuguese Law, and the Parties shall submit to the exclusive jurisdiction of the courts of Oporto. The Parties waive all defences of lack of personal jurisdiction and forum non conveniens in the chosen jurisdiction. Process may be served on either party in the manner authorized by applicable law or court rule.

20. Neither party may assign (in part or in whole) its rights and/or obligations, and/or contractual position, resulting from or in this Agreement in without the prior written approval of the other party.

21. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22. Each of the Parties shall bear its own costs of and incidental to the preparation, execution and implementation of this Agreement.

23. All notices and communications concerning the Disclosure Purpose, requests of extra information and differences or questions regarding the procedure to adopt shall be directed and sent to the following addresses and key contact persons: To the Disclosing Party To [●] Mr. [ ] Mr. [●] [●Address] [●Address] Email: [●] Email: [●]

24. Each party shall promptly notify the other party of any changes in the details mentioned in clause 23.

25. The Receiving Party represents and warrants to the Disclosing Party that:

a) the obligations of the Receiving Party contained in this Confidentiality Agreement are valid and binding, and the observation of such obligations by it does not infringe any regulations or involve any breach, conflict of interest or violation of the terms and conditions of any other similar agreements of the Receiving Party; b) the undersigned acknowledges having the capacity and powers of attorney to sign this Agreement.

Please confirm your acceptance of the terms set out above by signing and returning to us the enclosed duplicate copy of this Agreement.

[Date]____

For and on behalf of Sierra Portugal, S.A.

Signature Signature

Name Name

Title Title

Accepted and Agreed by:

For and on behalf of [ ]

Signature Signature

Name Name

Title Title