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CONFIDENTIALITY

AGREEMENT (BROKER FORM)




315 & 325 WEAKLEY ROAD and
2361 & 2365 PORTICO BLVD
CALEXICO, CA

Cardinal Industrial San Diego, Inc. (“CISD”), has been retained on an exclusive basis by Owner (the “Owner”) with respect to the offering of the 100% fee interest in
Calexico, California, located at 315 & 325 Weakley and 2361 and 2365 Portico Blvd (the “Property”). The Owner has indicated that all inquiries and
communications with respect to the contemplated sale of such Property be directed to CISD. All fees due CISD in connection with the sale of the Property shall be
paid by the Owner. Neither CISD nor Owner shall be responsible for paying any fees to agents or brokers representing Potential Purchasers.

CISD has available for review certain information concerning the Property which includes oral, written or electronic information, including brochures and leasing
information specific to the Property, and other materials (collectively “Informational Materials”). Informational Materials does not include information that is
generally available to the public, or is independently developed by Potential Purchaser without any use or reference to the Information Materials. CISD will not
disclose such Informational Materials to Potential Purchaser unless and until the Purchaser has executed this agreement. Upon CISD’s receipt of this executed
agreement, CISD is prepared to provide the Informational Materials for the Potential Purchaser’s consideration in connection with the possible purchase of the
Property subject to the following conditions.

1. All Informational Materials pertaining to the Property that may be furnished to the Prospective Purchaser and Prospective Purchaser’s Representative by CISD
shall continue to be the property of the Owner and CISD. The Informational Materials will be used solely for the purpose of the Prospective Purchaser and
Prospective Purchaser’s Representative and may not be copied or duplicated without CISD’s written consent and must be returned to CISD immediately upon
CISD’s request or when the Prospective Purchaser and Prospective Purchaser’s Representative terminate negotiations with respect to the Property.

2. The Informational Materials may be disclosed to the Prospective Purchaser’s and Prospective Purchaser’s Representative’s partners, employees, legal counsel
and institutional lenders (“Related Parties”) for the purpose of evaluating the potential purchase of the Property.

3. The Prospective Purchaser and Prospective Purchaser’s Representative understand and acknowledge that CISD and the Owner do not make any representations
or warranty as to the accuracy or completeness of the Informational Materials and that the information used in the preparation of the Informational Materials
was furnished to CISD by others and has not been independently verified by CISD and is not guaranteed as to completeness or accuracy.

4. The Prospective Purchaser and Prospective Purchaser’s Representative hereby indemnify and hold harmless CISD and the Owner and their respective affiliates
and successors and assigns against and from any loss, liability or expense, including attorney’s fees, arising out of any breach of any of the terms of this
Agreement including the use of the Informational Material.

5. Prospective Purchaser has appointed Prospective Purchaser’s Representative as its representative with respect to the purchase or capitalization of the Property.
Prospective Purchaser agrees to pay all other brokerage fees, finder’s fees, or any other compensation claimed by Prospective Purchaser’s Representative in
connecting with its interest in or proposed or actual purchase or capitalization of the Property or any interest therein. Prospective Purchaser’s Representative
agrees to be bound by all the terms and conditions of this Agreement, whether stated as obligations of Prospective Purchaser or of the Prospective Purchaser’s
Representative under the terms and conditions of this Agreement. Prospective Purchaser’s Representative further agrees it will not look to Owner or CISD for
any brokerage commissions, finder’s fee, or any other compensation claimed in connection with the sale of the Property or any interest therein to the
Prospective Purchaser or any other party whether or not consummated for any reason. Prospective Purchaser’s Representative agrees herewith that its
authorization to act in any capacity with respect to the purchase of the Property is limited to representing Prospective Purchaser, and agrees that it will not
discuss or exchange any information regarding the Property with any party other than the Prospective Purchaser or its Related Parties, or in response to a valid
subpoena or order of a court or other governmental or judicial body, and only with advance notice to CISD and Owner to enable them to secure any necessary
remedy. . Prospective Purchaser and Prospective Purchaser’s Representative agree to indemnify, defend, and hold CISD and Owner, their respective officers,
directors, shareholders, members, partners, employees, agents, representatives, and any of their affiliates, beneficiaries, successors, and assigns harmless from
and against any and all Claims in connection with, related to, resulting from, or arising, or alleged to have arisen, in connection with the Prospective Purchaser’s
Representative’s actions, including the use of the Informational Materials.

6. The Prospective Purchaser and Prospective Purchaser’s Representative 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 or any prospective
purchaser, or for any other reason whatsoever, without notice. The Prospective Purchaser and Prospective Purchaser’s Representative acknowledge that the
property is being offered without regard to race, creed, sex, religion, or national origin. This agreement terminates one (1) year from the date hereof except as
to written claims by Owner against Prospective Purchaser and Prospective Purchaser’s Representative prior thereto which shall survive the termination of this
Agreement. This Agreement shall be governed and construed in accordance with the laws of the State of California, and any disputes arising hereunder shall be
heard by a Court in the State of California.

7. This Agreement may be executed by facsimile or electronically, which shall have full force and effect as if an original document. This Agreement may be
executed in counterparts, and that when placed together constitute a fully executed original document. Any changes to this document must be in writing by all
parties.

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

Cardinal Industrial San Diego, Inc., 2131 Palomar Airport Road, Suite 360, Carlsbad, California 92011
nicky@cardindust.com | Telephone/Facsimile: 760.496.7553


NOTE: Owner will pay Prospective Purchaser Broker a fee equal to 1% of purchase price at close of escrow. This is not confidential,
but a term of the offering.

SIGNATURES ON FOLLOWING PAGE

PROSPECTIVE PURCHASER: PROSPECTIVE PURCHASER’S REPRESENTATIVE

Accepted and Agreed to this _________ day of ____________________, 2018 Accepted and Agreed to this ________ day of ____________________, 2018

Company: _____________________________________________________ Company: _____________________________________________________

By: ________________________________________________________ By: ____________________________________________________________

Print Name: _____________________________________________________ Print Name: _____________________________________________________

Title: ___________________________________________________________ Title: ___________________________________________________________

Address: ________________________________________________________ Address: ________________________________________________________

_______________________________________________________________ _______________________________________________________________

Telephone: ______________________________________________________ Telephone: ______________________________________________________

E-mail Address:___________________________________________________ E-mail Address: __________________________________________________