Willow Grove Apartments

Please be advised that NorthPeak Commercial Advisors is acting as the representative (Broker) for the possible equity or debt offering of the above listed Property (Property). Broker has made available for review certain information concerning the properties which includes brochures, documents and other materials (collectively Informational Materials). Please be advised that neither the Sponsor nor Broker will make such Informational Material available to the Potential Investor/Lender with regard to the contemplated capitalization of the Property unless and until the Potential Investor/Lender has executed this letter (Letter of Confidentiality) and thereby agrees to be bound by its terms. We are prepared to provide the Informational Materials for the Potential Investor/Lender’s consideration in connection with the possible investment in or financing of the Property by the Potential Investor/Lender, subject to the conditions set forth below.

1. All Informational Materials relating to the Property which may be furnished to the Potential Investor/Lender by the Sponsor, Property Manager, or Broker shall continue to be the property of the Sponsor. The Informational Materials will be used by the Potential Investor/Lender solely for the purpose of evaluating the possible acquisition of the Property and not for any purpose not related to the possible acquisition of the Property and may not be copied or duplicated without the Sponsor’s consent and must be returned to the Sponsor and/or copies destroyed within three (3) business days of Sponsor’s request or when the Potential Investor/Lender declines to make an offer for the Property or terminates discussions or negotiations with respect to the Property.

2. The Potential Investor/Lender will not make any Informational Materials available, or disclose any of the contents thereof, to any person, unless such person has been identified to the Sponsor in writing and the Sponsor has approved the furnishing of the Informational Materials or such disclosure to such person, and such person has entered into an agreement with the Sponsor, the provisions of which agreement shall be substantially the same as the provisions of this Letter of Confidentiality, provided however, that the Informational Materials and this Letter of Confidentiality may be disclosed to the Potential Investor/Lender’s partners, employees, legal counsel and institutional lenders (Related Parties) who, in the Potential Investor/Lender’s best reasonable judgment, need to know such information for the purpose of evaluating the potential purchase of the Property or any interest therein by the Potential Investor/Lender. Such Related Parties shall be informed by the Potential Investor/Lender of the confidential nature of the Informational Materials and shall be directed in writing by the Potential Investor/Lender to keep all the Informational Materials strictly confidential in accordance with this Letter of Confidentiality. The Prospective Investor/Lender shall be responsible for any violation of this provision by any Related Party.

3. Although we have endeavored to include in the Informational Materials information which we believe to be relevant to the purpose of your investigation, the Potential Investor/Lender understands and acknowledges that neither the Sponsor, Property Manager, nor Broker makes any representation or warranty as to the accuracy or completeness of the Informational Materials. The Potential Investor/Lender further understands and acknowledges that the information used in the preparation of the Informational Materials was furnished to the Sponsor, Property Manager, and Broker by others and has not been independently verified by Sponsor, Property Manager, or Broker and is not guaranteed as to completeness or accuracy. The Potential Investor/Lender agrees that neither the Sponsor, Property Manager, or Broker shall have any liability for any reason to the Potential Investor/Lender or any of its representatives or Related Parties resulting from the use of the Informational Materials by any person in connection with the capitalization of, or other investment by the Potential Investor/Lender in the Property, whether or not consummated for any reason.

4. The Potential Investor/Lender acknowledges that the Property has been offered for capitalization subject to withdrawal from the market or rejection of any offer because of the terms thereof, or for any other reason whatsoever, without notice.

5. For purposes of this Letter of Confidentiality, the term “purchase” or “capitalization” of the Property or other similar language in this Letter of Confidentiality shall be deemed to refer to the purchase or capitalization of all or a portion of the Property or the purchase of an interest in the Property or the purchase and lease back of the Property.

6. Potential Investor/Lender is advised that payment of any Investor/Lender broker commission, if applicable, shall be determined in a separate agreement.

7. Potential Investor/Lender, and any Related Parties agree to address any and all property questions and inquiries to NorthPeak Commercial Advisors, and will not, under any circumstances, circumvent NorthPeak Commercial Advisors by directly contacting the Sponsor, Property Manager, any of Sponsor’s employees, or any tenants currently residing at any of the above-mentioned properties without the written consent of either the Broker or Sponsor.

8. This Letter of Confidentiality shall remain in effect until one (1) year after the date of Potential Investor/Lender’s acceptance of this Letter of Confidentiality.

9. Potential Investor/Lender is advised that payment of any broker compensation, if applicable, shall be determined in a separate agreement.

10. This Letter of Confidentiality contains the entire understanding between the parties with respect to the subject matter hereof, and may not be altered, varied, revised or amended, except by an instrument in writing signed by the parties subsequent to the date of this Letter of Confidentiality. The parties have not made any other agreement or representation with respect to such matters.