Westgate Business Brokerage

WESTGATE BUSINESS GROUP, LLC 7389 Lee Highway, Suite 103, Falls Church, VA 22042 Phone: 703-208-9999, Fax: 703-208-9997 www.westgatebusinessgroup.com

Buyer’s Confidentiality Agreement The undersigned Prospective Buyer hereby requests confidential information on Businesses and/or Properties represented by Westgate Business Group, LLC (“WBG”). I know that the Seller(s) want(s) to maintain the confidentiality of information about their real estate, company, its trade secrets, financials, and other non-public information. I know that the Seller(s) do not want their competitors, customers, employees and others to know they desire to sell their business. WBG has a right to protect its right to commissions upon the purchase/sale of businesses (including any and all assets and real property owned by the business and property owned by others used in the course of the Business doing its business). The purchase/sale of business shall include, but not be limited to, a lease or transfer of any kind of any and all assets of real property owned by the business and property of any kind owned by others used in the course of the Business doing its business. Whereas the undersigned Prospective Buyer (hereinafter referred to as "I" or "me") hereby agrees: 1. I agree that I will maintain all information furnished to me by WBG regarding the businesses as confidential. 2. I will not disclose or reveal any information, whether written, digital, oral and/or any other format, including information that may be considered non- proprietary information, for one (1) year from the date below to any persons or entities other than my representatives who are directly participating in the evaluation of this information for the purpose connected to a proposed acquisition. 3. I understand that WBG does not make any representations or warranty as to its accuracy or completeness of the information supplied to me. Other information may be presented and whether or not so identified should only be regarded as statements of opinion and WBG makes no representations as to its accuracy. 4. Any and all property of any kind including, but not limited to, personal property, accounts vehicles and equipment sold or otherwise transferred will be brokered through WBG Any and all real estate sold or otherwise transferred will be brokered through Westgate Realty Group, Inc. This includes any property of any kind or type that is owned by or titled in the names of other entities or persons that are used in the course of the Business doing its business. 5. If I decide not to pursue the proposed acquisition, I will inform WBG of this fact and return to WBG all information furnished to me without keeping copies. 6. Without the active involvement and knowledge of WBG, I agree not to directly or indirectly purchase the business introduced to me by any agent of WBG within one (1) year after the date that the information about the business was disclosed to me, including but not limited to: any interest in the Business; accounts of the Business; personal property and real property of the Business; property owned by others used in the course of the Business doing its business. If I buy a closed business or lease a location previously occupied by a business and that business/property was shown to me by WBG, I agree to pay WBG the commission originally due from the Seller. This will be enforced for a period of one year after initially being shown the business by WBG. 7. I agree not to visit or contact the Businesses directly and that all contact shall be made through WBG or with an agent of WBG being present. If a potential Seller requires me to execute a Confidentiality Agreement, then the terms of that Confidentiality Agreement shall be controlling with respect to my rights and obligations as to the potential Seller related to disclosure of the confidential information by me. This Agreement shall be controlling as to my rights and my obligations as to WBG and in all other respects. 8. I hereby acknowledge that an agent of WBGB gave or will give me abstracts, information, and locations of the businesses I requested. 9. If I breach a ratified contract for the purchase of a business for which WBG was the procuring cause, then I hereby agree to pay WBG the full commission amount due to WBG under any agreement between WBGB and the Seller of the Business. 10. I hereby acknowledge that I will be liable for, and required to pay, any commission due to WBG in the event that I disclose the existence of the Business to a third party who purchases the Business, property and/or assets owned by the Business unless the Seller or the third party pays the commission owed to WBG. 11. I agree not to speak to employees of any business referred to. I will not speak to the owner unless given permission from WBG. I understand a breach of this clause might lead to a Seller canceling his listing with WBG. In the event this occurs, I will be responsible for the commission the Seller agreed to pay WBG. 12. I hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the Commonwealth of Virginia for any legal actions, suits or proceedings arising out of or relating to this Agreement. This Agreement will be construed and all rights, powers and liabilities of the parties hereto will be determined in accordance with the laws of the Commonwealth of Virginia. Furthermore, all parties agree that Fairfax County, Virginia shall be the appropriate County/venue in which to file all suits with regard to any and all controversies related to or arising out of this Agreement. 13. I hereby represent that the below information that I have provided to WBG is true and accurate:

Address: (No P. O. Box) (Street) (City) (State) (Zip) Phone No. (Home): (Work): ___ (Fax): (Cell): 703-861-1345

Email: [email protected]

Businesses Initially Shown:

DC Liquor Store

I HEREBY ACCEPT THE ABOVE TERMS AND WITH A CONSIDERATION WHICH DEEMS TO BE SUFFICIENT, AGREE TO ABIDE BY ALL THE ABOVE STATED CONDITIONS AND ACKNOWLEDGE RECEIPT OF A COPY OF THE TERMS OF THIS AGREEMENT:

______Prospective Buyer’s Signature Date Broker’s Signature Date

Jimmy Jiang Vinh Nguyen [email protected] 703-609-4640

01/11/2013 revision