Mutual Confidentiality Agreement:

Lisney are prepared to furnish the Participant with certain information relating to this development opportunity in the United Kingdom (the “Project”) which is of a proprietary or confidential nature that Lisney believes to be of interest to the Participant.

As a condition to furnishing such information, the Participant agrees, as set forth below, to treat confidentially such information including, without limitation, any documents, plans, reports, records, forecasts, studies, news, projections, estimates and data and any other information relating to the Project and/or the owner of the underlying assets (the “Owner”) (collectively, the “Evaluation Materials”) which any of Lisney representatives or agents furnishes to the Participant or its affiliates, agents, financing sources, representatives (including attorneys, accountants, consultants and advisors), directors, officers or employees who the Participant will make aware of the obligations of confidentiality contained herein (collectively, “Representatives”). The term “Evaluation Materials” will also include all analyses, compilations, studies or other documents prepared by either Party’s Representatives containing or based in whole or in part on any information furnished by or on behalf of Lisney. The term “Evaluation Materials” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Participant or its Representatives in violation of this Agreement, (ii) was available to the Participant on a non-confidential basis prior to its disclosure to the Participant or its Representatives by or on behalf of Lisney, or (iii) becomes available to the Participant from a source other than the Owner, Lisney or its Representatives, provided, however, that such source is not bound by a confidentiality obligation to Lisney or the Owner at the time of receipt of such information.

The Participant agrees that the details of the Owner and all Evaluation Materials will be kept confidential by it and its Representatives, and shall not, except as hereinafter provided, without the prior written consent of Lisney, be disclosed by the Participant except to its Representatives. The Participant agrees that its respective Representatives will only use the Evaluation Materials for the purposes of evaluating the Project. Moreover, the Participant further agrees to transmit details of the Project, Owner and Evaluation Materials (as the case maybe) only to those of its Representatives who need to know such information and the Participant shall be responsible for any breach of this Agreement by it or its Representatives.

Without Lisney prior written consent, the Participant shall not disclose to any person (other than its Representatives or another person authorised under the terms of this Agreement) the fact that the Evaluation Materials have been made available to the Participant, that discussions or negotiations between any of the Parties and the Owner are taking place or any of the terms, conditions or other facts with respect to the discussions or negotiations, including the status thereof.

The Participant acknowledges that the breach of the obligations undertaken pursuant to this Agreement may cause significant damages to Lisney, the Owner, as well as to their respective shareholders, representatives, directors, general managers, officers and employees, and therefore undertakes to keep fully indemnified and hold harmless the same from any damage and/or cost arising out as a consequence of the breach of the obligations undertaken by the Participant pursuant to this Agreement.

Without affecting any other rights or remedies that the Owner may have, the Participant acknowledge that the Owner may be irreparably harmed by any such breach of its terms and that damages alone may not necessarily be an adequate remedy and accordingly the Owner will be entitled to the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, for an threatened or actual breach of these terms, and no proof of special damages will be necessary to enforce this Agreement.

In the event that the Participant or any of its Representatives is requested or required by applicable law or regulation, or pursuant to a formal request sanctioned by any court of law, governmental or regulatory body or agency to disclose any of the Evaluation Materials or the fact that the Evaluation Materials have been made available to the Participant, that discussions or negotiations between the Parties are taking or have taken place or any of the terms, conditions or other facts with respect to the discussions or negotiations, the Participant shall provide Lisney with prompt notice (unless prohibited by law or regulation) of any such request or requirement so that they may seek a protective order, injunction or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such a protective order or other remedy is not obtained, or that compliance with the terms of this Agreement is waived, the Participant shall exercise its commercially reasonable efforts to preserve the confidentiality of the Evaluation Materials and other information, including, without limitation, by cooperating with Lisney to obtain reliable assurances that confidential treatment will be accorded to the Evaluation Materials and other information being disclosed.

The Participant will promptly, upon Lisney written request, deliver to Lisney or destroy the Evaluation Materials and all copies thereof, except that the Participant shall be entitled to retain one copy of the Evaluation Materials to the extent necessary to comply with applicable law or established document retention policies, provided that such copies will be held by the Participant and kept confidential subject to the terms of this Agreement. The Participant will notify Lisney of any suspected or actual unauthorised use, copying or disclosure of the Evaluation Materials the Participant becomes aware of.

Lisney does not make any representation or warranty as to the accuracy or completeness of the Evaluation Materials. The Participant agrees that neither Lisney nor any of its Representatives shall have any liability under this Agreement to the Participant or its Representatives resulting from the use of the Evaluation Materials by the Participant or its Representatives. The Participant undertakes that it will not, for a period of 18 months from the date of the last disclosure of any Evaluation Materials, entice away or endeavor to entice away from the Owner, for itself or a third party, any employee of the Owner. The Recipient acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of the Owner.

To the extent that the Participant discloses any information of a confidential nature regarding its plans or finances to Lisney will treat such information as if the obligations under this Agreement that apply to the Participant in relation to the Evaluation Materials apply to Lisney in relation to such information.

It is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Also, it is agreed that Lisney shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement by the Participant or its Representatives. No person other than the Parties, the Owner and its shareholders shall have any rights under or in connection with this Agreement enforceable under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

In carrying out their activities, the Parties shall comply, and shall cause their affiliates and permitted agents to comply, with all laws and regulations applicable to them in respect of the activities contemplated by this Agreement, including, but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“Bribery Act”), and any other laws and regulations relating to any anti-bribery law or regulation applicable to the Parties.

If the Parties are in agreement with the foregoing, please sign and return one copy of this Agreement, which will constitute the Parties’ agreement with respect to the subject matter hereof. This Agreement (i) shall be governed by the laws of Northern Ireland, (ii) shall be subject to the exclusive jurisdiction of the Northern Irish courts and (iii) may be executed in several counterparts, all of which together shall constitute one and the same agreement.