THIS AGREEMENT is dated 2025 and made between:

(1)           GREF Jersey Ireland Property Limited of 47 Esplanade St. Helier, Jersey, JE1 0BD;

(2)           TWM Select Asset Management Limited of 3 The Mall, Beacon Court, Sandyford, Dublin 18, D18KF78, Ireland;

(each a Disclosing Party, together being the Disclosing Parties)

(3)           The Receiving Party

(each a Party, together being the Parties).

RECITALS

(A)           The Parties have entered into discussions concerning the possible acquisition by the Receiving Party of 3 and 5 Custom House Plaza, Harbourmaster Place, IFSC, Dublin 1 (the Assets)(the Proposed Transaction).

(B)           In consideration of the Disclosing Parties agreeing to make available to the Receiving Party certain information relating to the Assets in the context of the Proposed Transaction and other confidential information, the Receiving Party undertakes to comply with the terms set out in this Agreement.

OPERATIVE PROVISIONS

1               Definitions

1.1          In this Agreement:

Affiliate means another person which is controlled by a Party hereto, which controls a Party hereto or which is under common control with a Party hereto;

Business Day means a day other than a Saturday, Sunday or public holiday in Ireland when banks in Ireland are open for business;

Confidential Information means any information or data relating to the Assets and/or the Proposed Transaction including the technology, know how, trade secrets, trade, proprietary and/or other confidential information of a Party or any of its Affiliates, including, without limitation, any and all title documents, reports, valuations, statements of affairs, database data, security reviews, surveys, planning materials, books, records, accounts, memoranda, agreements, documents, correspondence and information in relation to any tenants or residents of the Assets and other data and any and all discoveries, ideas, concepts, techniques, designs, specifications, drawings, data, computer programs, disks, diskettes, tapes, marketing plans and strategies, customer names and other technical, financial or commercial information or personal data relating to or concerning the Assets and/or a Party to this Agreement (or an Affiliate) and/or, in any case whether disclosed in written, oral, electronic or other tangible or intangible forms, and however recorded, preserved or disclosed, and whether disclosed directly by one Party to this Agreement to another Party to this Agreement or by a third party on behalf of a Party to this Agreement and whether disclosed before or after the date of this Agreement and may include information received from third parties acting in cooperation with or for the Disclosing Parties;

control means the power of a person, to secure directly or indirectly including through one or more intermediaries:

1.1.1         by means of the holding of shares or the possession of voting power directly or indirectly in or in relation to that or any other person; or

1.1.2         by virtue of any powers conferred by the constitutional documentation or other document regulating that or any other person,

that the affairs of another person are conducted in accordance with the wishes of the first mentioned person and the expressions controlled and under common control shall be construed accordingly;

Data Protection Laws means the EU Data Protection Directive 95/46/EC and the EU Privacy & Electronic Communications Directive 2002/58/EC, any amendments and replacement legislation including the EU General Data Protection Regulation (EU) 2016/679 (GDPR), European Commission decisions, binding EU and national guidance and all national implementing legislation;

person includes any individual, company, body corporate, partnership or other entity;

Potential Recipient means:

(a)              the Receiving Party;

(b)              any Affiliate of the Receiving Party;

(c)               any trust, fund, partnership or other entity managed or advised by the Receiving Party or any of its Affiliates;

(d)              any trust, fund, partnership or other entity established for the purpose of the Purpose;

(e)              any actual or prospective co-investor with any of the persons identified in paragraphs (a) to (d) above, any Affiliate or such co-investor or any manager or advisor to such co-investor; and

(f)                any actual or prospective financier to any of the persons identified in paragraphs (a) to (e) above;

Purpose means the use of the Confidential Information in diligencing the Assets and in any discussions and negotiations between or within the Parties hereto concerning or in connection with the Proposed Transaction or any part thereof;

Transferring Personal Data has the meaning ascribed to that term in clause 7 of this Agreement.

1.2          Headings are inserted for convenience only and do not affect the construction of this Agreement.

1.3          If the Receiving Partyconsists of two or more persons, such expression shall mean and include the two or more persons and each of them or (as the case may require) any of them, and all undertakings, warranties, covenants, agreements and obligations given or entered into by the Receiving Partyshall be deemed to be made or undertaken by such persons jointly and severally and the act and default of any one of such persons shall be deemed to be the act or default of all or any of them.

2               Provision of Information

The Receiving Party acknowledges and agrees that neither the Disclosing Parties nor any of their representatives, employees or agents makes any representation or warranty, express or implied, as to, or assumes any responsibility for, the accuracy, reliability or completeness of any Confidential Information. Furthermore the Receiving Party acknowledges that all information, including without limitation all Confidential Information, provided to any Potential Recipient by or on behalf of the Disclosing Parties and/or their representatives is provided on a non-reliance basis and it shall not be under any obligation to update or correct any inaccuracy in any Confidential Information or be otherwise liable to the any Potential Recipient in respect of any Confidential Information.

3               Protection of Confidential Information

3.1          The Receiving Party shall keep and maintain all Confidential Information received in whatever form or manner from the Disclosing Parties in strict confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the Receiving Party maintains in order to provide adequate protection of its own confidential information against unauthorised disclosure, copying or use.

3.2          The Receiving Party shall ensure that disclosure of the Confidential Information by any means (including without limitation by means of email communication) is restricted to those directors, officers, employees and advisers of any Potential Recipient having the need to know the same for the Purpose and shall ensure that each such person is made aware of the confidential nature of the Confidential Information and is bound by confidentiality obligations similar to those contained in this Agreement.

3.3          Copies or reproductions of any Confidential Information shall not be made by the Receiving Party except to the extent reasonably necessary for the Purpose. Confidential Information and all copies or reproductions thereof shall be deemed to be the property of the Disclosing Parties.

4               Limitations, Remedies & Exclusion of Warranties

4.1          Subject to the exceptions contained in clause 5 of this Agreement and to the provisions of clause 6, the Receiving Party shall not:

4.1.1         divulge the Confidential Information of the Disclosing Parties, in whole or in part, and by any means, to any third party other than to any of the directors, officers, employees and advisers of a Potential Recipient;

4.1.2         use or permit the use of the Confidential Information of the Disclosing Parties for any purpose other than the Purpose; or

4.1.3         make or permit to be made any commercial use of the Confidential Information of the Disclosing Parties or any part thereof for any purpose other than the Purpose without the prior written consent of the Disclosing Parties.

4.2          The Receiving Party agrees that if it becomes aware of any breach of the terms hereof it shall promptly notify the Disclosing Parties of the same and shall give (or procure that there is given) to the Disclosing Parties all reasonable assistance in connection with any proceedings which the Disclosing Parties may institute in respect of any such breach against any of the persons referred to in clause 3 and will use its all reasonable endeavours to prevent the occurrence of any further breach of the terms hereof.

4.3          Without prejudice to any other rights and remedies that the Disclosing Parties may have, the Receiving Party acknowledges that, in certain circumstances, damages would not be an adequate remedy for the breach of this Agreement and the Disclosing Parties shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement (and/or to procure that the Receiving Party seeks such reliefs from any Potential Recipient or other third party to whom the Confidential Information has been disclosed) and that no proof of special damages shall be necessary for the enforcement of this Agreement.

4.4          Neither the Receiving Party nor any Potential Recipient shall, without the express written consent of the Disclosing Parties, contact or communicate (directly or indirectly) with an individual or company whose information comprises part of the Confidential Information pursuant to this Agreement or otherwise discuss with or make known to such company, individual or other party that the Receiving Party is reviewing the Confidential Information provided, however, that the Receiving Party shall not be prohibited from communicating (directly or indirectly) with any party referred to in this clause where such communication is not in connection with, (whether directly or indirectly), the Proposed Transaction or the Purpose, provided always that the Receiving Party does not:

4.4.1         use or reveal Confidential Information to any such party;

4.4.2         disclose the fact that it received the Confidential Information to any such party; or

4.4.3         disclose any terms or conditions with respect to a Proposed Transaction or the existence of a Proposed Transaction to any such party.

5               Exceptions

5.1          The foregoing obligations shall not apply to any Confidential Information which:

5.1.1         is in the public domain at the time of disclosure or later becomes in the public domain through no fault of the Receiving Party;

5.1.2         can be reasonably shown to have been known to the Receiving Party prior to disclosure by the Disclosing Parties;

5.1.3         is disclosed to the Receiving Party by a third party who did not obtain such Confidential Information, directly or indirectly, from the Disclosing Parties subject to any confidentiality obligations in favour of the Disclosing Parties or from any third party who was subject to any such obligation and who was entitled to disclose such information as a matter of right, without any restriction on disclosure and/or use in favour of the Disclosing Parties; or

5.1.4         is required by applicable law or by an order or direction of a court of competent jurisdiction or of any stock exchange, governmental department or agency or other regulatory body to be disclosed (in which case the Receiving Party will give the Disclosing Parties as much prior written notice thereof as reasonably practicable and disclosure will be made only to the extent required, and subject to the person(s), bodies or entities to whom the information is so disclosed being bound by obligations of confidentiality to the extent reasonably possible).

6               Affiliates

6.1          The Parties recognise that the Receiving Party may be part of an organisation of multiple legal entities in several jurisdictions and that it may be necessary or appropriate for each party to provide Confidential Information to its affiliated companies. For this purpose, the Disclosing Parties agree that:

6.1.1         the Receiving Party may disclose Confidential Information received by it to an Affiliate but only to the extent that such Affiliate has a need to know such Confidential Information for the Purpose;

6.1.2         disclosure by or to an Affiliate of a Party hereto shall be deemed to be a disclosure by or to that party, as applicable; and

6.1.3         to guarantee the observance and proper performance by its Affiliates of the terms and conditions of this Agreement.

7               Data Protection

7.1          To the extent that the performance by the Receiving Party of its obligations under this Agreement involves the processing of personal data (as defined under Data Protection Laws) (the Transferring Personal Data) the Parties agree that:

7.1.1         each of the Disclosing Parties and the Receiving Party shall process the Transferring Personal Data independently of each other, and in a separate capacity as a data controller (as defined in the GDPR);

7.1.2         the Parties are not joint controllers, and each Party alone determines the purposes and means of such data processing; and

7.1.3         each Party will comply with the obligations imposed on a controller under Data Protection Laws.

7.2          The provisions of this clause 7 shall survive the term of this Agreement until the Receiving Party has returned or destroyed all of the Transferring Personal Data in accordance with clause 10.2.

8               No License or Warranties

All Confidential Information including any intellectual property rights and other rights (howsoever described) in the Confidential Information are and shall remain the absolute property of the Disclosing Parties and no license under any trademark, patent, copyright or any other intellectual property right is granted or implied by the disclosure of Confidential Information to the Receiving Party. None of the Confidential Information which may be disclosed or exchanged by the Parties shall constitute any representation, warranty, assurance, guarantee or other inducement of any kind by either Party to the other or to any other person(s) with respect thereto including, in particular, with respect to the non-infringement of trademarks, patents, copyrights or any other intellectual property or other rights of third parties.

9               No Commitment

The Parties further mutually acknowledge that, except for this Agreement, no Party shall be committed to another Party in any way, or obliged to enter into any transaction, unless and until a further formal agreement is duly executed and delivered and that no Party is obligated in any way to enter into any such agreement. The Parties agree not to make, issue, or release any public announcement, statement or acknowledgement of the existence of this Agreement, the discussions between the Parties or any evaluation being undertaken by any Party, without the prior written consent of the other Party, except as may be required by law.

10            Term and Termination

10.1       This Agreement shall govern all communications relating to Confidential Information between the Parties hereto within the scope of the Purpose until such time as this Agreement is either expressly superseded by a subsequent agreement between the Parties hereto or upon the Parties giving to each other not less than seven (7) days prior notice in writing of termination, whichever is earlier provided always that the obligations set forth in this Agreement shall survive the termination for a period of twenty four (24) months from the date of termination or expiration of this Agreement however arising).

10.2       On termination or expiration of this Agreement, the Receiving Party shall on written request forthwith return (or procure the return) to the Disclosing Parties, or as the Disclosing Parties may direct, all Confidential Information received by it and in addition, at the option of the Disclosing Parties, shall either (a) return (or procure that there shall be returned) all copies or reproductions of any Confidential Information so received (in whatever form or medium the same shall have been made and whether in the possession or under the control of the Receiving Party or any Affiliates thereof or of any of its or their respective agents or advisers) or (b) destroy (or procure the destruction of) all such copies or reproductions and confirm in writing to the Disclosing Parties that the same have been destroyed save that this obligation shall not apply to any advisor of any Potential Recipient who is required by its professional conduct rules to maintain files or records for a period of time or any Confidential Information provided to it.

11            Waiver

The rights of the Disclosing Parties under this Agreement will not be prejudiced or restricted by any indulgence or forbearance extended to the Receiving Party, and no waiver by either Party in respect of any breach of the terms of this Agreement will operate as a waiver in respect of any subsequent breach.

12            Notices

12.1       Any notice or other communication to be given or served under this Agreement shall be in writing, addressed to the relevant Party and expressed to be a notice or communication under this Agreement and, without prejudice to the validity of another method of service may be delivered or sent by pre-paid registered post or courier addressed as follows:

 

TWM Select Asset Management Limited (on behalf of the Disclosing Parties):

Address: Fleming Court, Fleming’s Place, Dublin 4 D04 N4X9, Ireland

Attention: Michele Jackson

Email:                     michele@twmproperty.ie

 

Receiving Party:

Address:

Attention:

Email:                    

or to such other address or email address as the addressee may have previously substituted by notice.

12.2       Any such notice or other communication will be deemed to have been duly served or given:

12.2.1         in the case of delivery, at the time of delivery;

12.2.2         in the case of posting, two Business Days after posting (and proof that the envelope containing the notice or communication was properly addressed, prepaid and posted will be sufficient evidence that the notice or other communication has been duly served or given); or

12.2.3         in the case of email, upon receipt by the addressee of the complete unaltered text in legible form provided however that if a notice is not given or served during usual business hours on a Business Day, it will be deemed to be given or served on the next following Business Day.

12.3       All notices or other communications given or served hereunder or otherwise relating to this Agreement shall be in the English language.

13            No Assignment

This Agreement is personal to the Parties and shall not be assigned or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.

14            Acceptance of this Agreement

By ticking the box to accept this Agreement, the Receiving Party confirms that they have read the Agreement in full and agree to the terms and conditions as set out herein.

15            Entire Agreement

This Agreement constitutes the entire agreement between the Parties relating to the matters discussed herein. In the event of any conflict between the terms of this Agreement and the terms of any other agreement entered into by the Parties in relation to the Purpose and/or the Proposed Transaction, the terms of this Agreement shall prevail. Should any provision of this Agreement be determined to be void, invalid, or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof, which shall remain in full force and effect. All additions or modifications to this Agreement must be made in writing and must be signed by both Parties hereto.

16            Counterparts

This Agreement may be executed in any number of counterparts, each of which is an original and all of which when taken together shall constitute one and the same agreement.

17            Governing Law

This Agreement and any dispute, controversy, proceeding or claim whatsoever arising out of or in any way relating to it or its formation shall be governed by and construed in accordance with Irish law and each Party irrevocably submits to the exclusive jurisdiction of the courts of Ireland.