EFTA Document EFTA01426666

EFTA01426666 EFTA01426667 AMERICAN MEDICAL PROPERTIES LLC 15477 Ventura Blvd, Suite 202 Sherman Oaks, CA 91403 Southern Financial LLC 6100 Red Hook Quarter B3 St. Thomas U.S. Virgin Islands, 00802 CONFIDENTIALITY AGREEMENT ("[INVESTOR]") will be working with AMERICAN MEDICAL Southern Financial LLC PROPERTIES LLC ("AMP") regarding the possible equity investment by [INVESTOR] in the private placement of one or more equity or equity-related or equity-linked securities to be issued by AMP in connection with the acquisition of hospital related real estate assets (the "Transaction"). In coimection with the Transaction, AMP intends to disclose to [INVESTOR] information relating to or concerning AMP and its affiliates ("Transaction Parties"), all in connection with the Transaction, which information is confidential to the Transaction Parties. [INVESTOR] agrees the conditions upon which the information (the "Confidential Information") will be made available are as follows: [INVESTOR] acknowledges and understands that the Confidential Information is, and will at all times remain, the property of one or the other of the Transaction Parties and is highly valuable, confidential and material to the interests, business and affairs of the Transaction Parties, and that disclosure thereof would be detrimental to the interests, business and affairs of the Transaction Parties. [INVESTOR] will keep and procure to be kept secret and confidential all the Confidential Infomiation, and will not in any circumstances disclose or solicit or permit the disclosure of the same to its officers, director, employees, advisors, agents and representatives (collectively, "Representatives"), except as the same need to know in connection with [INVESTORj's evaluation of the Transaction, or to any other third party save with the express prior written consent of AMP. Further, [INVESTOR] may not contact any Transaction Party other than AMP with respect to the Transaction EFTA01426668 or the Property without the express prior written consent of AMP. [INVESTOR] will cause any Representatives it engages relating to the Transaction (such engagement only to the extent permitted pursuant to the preceding paragraph) to keep and procure to be kept secret and confidential all the Confidential Information and all other secret or confidential information relating to the Transaction. [INVESTOR] will use the Confidential Information only for the purposes of the Transaction and, without prejudice to the foregoing, will not use the Confidential Information in any way which is directly or indirectly detrimental to or competitive with the Transaction Parties. [INVESTOR] will store and maintain the Confidential Information to a standard which is at least the equivalent of the standard you apply to your own confidential information. [INVESTOR] will only copy the Confidential Information as may be necessary for the purpose of the Transaction. ^INVESTOR] will [iromptiv and rutty indemnify aiiJ keep iiiJcLuin constituent members, officers, directors, wnployees: "Indemnified Partiesll [INVESTOR] also acknowledges that damages may not be an adequate remedy for any breach, and^that the indemnity given to AMP and the other IndGmnified- ^aTtgg^is-in addition to any other remedy which they may seek, ini;lHding'(WTthOLU liiiiiTaiimi) specific performance and injunctive and other equitable relief. [INVESTOR] covedmts and agrees not to contest the application by AMP and the othor IndcniiiifiLd Pai tiea for any such equitable relief ^ ;P and 115 radvisors and principals (together, the tnsralTcTaims, proceedings, actions, losses, costs, expenses [aiiiagcs'itJSUlliug from any material breach of these iBiuis by [E^VESTOR]? These terms do not apply to information which [INVESTOR] is required to disclose by law or by 0 any court order requiring disclosure. [INVESTOR] will give AMP written notice of any such requirement to disclose any Confidential Information prior to disclosing the same, so that AMP may seek a protective order or other appropriate remedy and, in the event that such protective order or other remedy is not obtained, [INVESTOR] will furnish only that portion of the Confidential Information which is required by such law or court order and EFTA01426669 attempt to obtain reliable assurances that confidential treatment will be accorded such Confidential Information. [INVESTOR] may not assign this letter or any of its rights hereunder, whether in whole or in part, without the express prior written consent of AMP. This letter will inure to the benefit of AMP and its constituent members and their respective successors and assigns, and will be binding upon [INVESTOR] and its successors and permitted assigns. The terms of this letter are governed by the laws of the State of California and [INVESTOR] and AMP irrevocably submit to the OiidaBwe-jurisdiction of the courts of California. 9 This letter may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same letter. Facsimile signatures hereon shall be treated as original signatures. This letter shall terminate one (1) year from the date of this agreement. Please sign and return a copy of this letter to confirm your acceptance of the terms and commitments herein provided. Upon signing this letter, this letter shall constitute a binding agreement between [INVESTOR] and AMP. Very truly yours. AMERICAN MEDICAL PROPERTIES LLC By: Name: Mark Karlan, President and CEO Accepted al^ agreed on September 1 , 2016 Soutnem Financial LL< By: Name: 0 r Title: EFTA01426670