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LANDUP CONFIDENTIALITY, PERMITTED USE AND NON-CIRCUMVENTION AGREEMENT

Version LU-CNCA-2026-11.1

Opportunity: Robbins Power Redevelopment Site

This Agreement is made between LANDUP LLC, an Illinois limited liability company with an address at 12 W Country Aire Drive, Forrest, Illinois 61741 (LandUp), and the person who accepts it electronically through the LandUp data room and, where that person has identified a company and has authority to bind it, that company (together, Recipient). It takes effect at the date and time of Recipient's electronic acceptance recorded by LandUp (Effective Date). LandUp discloses Confidential Information to Recipient through the data room. Recipient may also disclose its own nonpublic information to LandUp, and the confidentiality duties in Sections 2 through 5 apply to LandUp for that information.

1. PURPOSE AND NO TRANSACTION COMMITMENT

The sole permitted purpose is evaluating, and if separately agreed in writing negotiating and carrying out, a potential acquisition, lease, investment, joint venture or development transaction involving the identified property or opportunity (Purpose). This Agreement does not grant an option, exclusivity, a property interest, a license to develop, an agency appointment, or any obligation on either party to proceed with a transaction. Neither party owes the other a fee, commission or other compensation under this Agreement. Any brokerage, advisory, finder, introduction or similar compensation arises only under a separate written agreement signed by the party to be charged.

2. CONFIDENTIAL INFORMATION

Confidential Information means nonpublic information disclosed by or on behalf of a disclosing party in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances. It includes the identity and availability of nonpublic properties; ownership and beneficial ownership; the identity of sellers, tenants, brokers, investors, lenders, utility and carrier contacts, and correspondence with them; utility service applications, studies, capacity, load, pricing and timing information; gas supply arrangements; surveys, environmental and engineering reports; plans, security and access information; financial analyses, models and transaction terms; negotiations; and notes, extracts and compilations derived from any of these. The existence and progress of nonpublic discussions are also Confidential Information. Each party represents that it has the right to disclose the information it provides. Restrictions imposed by third parties and communicated to Recipient also apply.

3. CONFIDENTIALITY AND LIMITED USE

The receiving party will use Confidential Information only for the Purpose, will protect it with at least reasonable care and no less than the care it uses for its own similarly sensitive information, and will not disclose it except as this Agreement permits. The receiving party will not use Confidential Information to compete for, appropriate, divert or interfere with the identified opportunity outside the process agreed with LandUp, or to gain a commercial advantage unrelated to the Purpose. It will not publicly identify an owner, an opportunity or a proposed transaction without the disclosing party's prior written consent. It will not upload Confidential Information to a public repository, a publicly accessible system, or an external generative-AI or model-training service without the disclosing party's prior written authorization covering that service and that information.

4. REPRESENTATIVES AND ACCESS

Recipient may disclose Confidential Information only to its employees, officers, directors and professional advisers, and to bona fide prospective financing sources approved by LandUp in writing, who need it for the Purpose and who are bound by confidentiality and limited-use duties at least as protective as these. Recipient is responsible for any breach by a person to whom it discloses Confidential Information. Recipient may not distribute data room materials to affiliates, co-bidders, competitors, contractors or other buyers that are not permitted by this Section. Data room access is personal to the individual who accepted this Agreement and may not be shared, and Recipient will not use automated tools to download data room materials. Recipient will promptly notify LandUp of any known unauthorized use or disclosure and will reasonably cooperate in containing it.

5. EXCLUSIONS AND REQUIRED DISCLOSURE

Sections 2 through 4 do not restrict information that the receiving party can show by written records: was lawfully known to it without restriction before disclosure; is or becomes public without breach by it; is lawfully received from a third party free of any duty of confidentiality; or is independently developed without use of Confidential Information. A compilation remains confidential even if individual elements are public. If the receiving party is legally required to disclose Confidential Information, it may disclose only the portion required, will give the disclosing party prompt prior notice where lawful, and will reasonably cooperate, at the disclosing party's expense, with lawful efforts to obtain protective treatment. Nothing in this Agreement prohibits lawful reporting to a government authority, protected whistleblower activity, or any communication that the law does not allow to be restricted.

6. DOCUMENTED INTRODUCTIONS AND NON-CIRCUMVENTION

An Introduced Opportunity means a specific property, project or transaction first brought to Recipient for the Purpose through a LandUp introduction. An Introduced Counterparty means the particular owner, controlling representative, seller or transaction principal identified to Recipient in that introduction. The introduction is documented when LandUp has made the property and counterparty available to Recipient in the data room or has identified them to Recipient in writing, and LandUp's data room access records and acceptance records are evidence of that.

For twenty-four months after the Effective Date, Recipient will not, directly or through a controlled affiliate or representative, use LandUp's Confidential Information or the introduction to bypass LandUp by pursuing or completing substantially the same Introduced Opportunity with an Introduced Counterparty, to conceal negotiations designed to exclude LandUp, or to structure a substitute arrangement whose material purpose is to avoid LandUp's role. Recipient will tell LandUp promptly if an Introduced Counterparty or Introduced Opportunity approaches it about a transaction, and substantive contact with an Introduced Counterparty about the Introduced Opportunity will be made through LandUp or with LandUp's written consent, which LandUp will not unreasonably withhold when contact is needed for legitimate diligence and made with appropriate safeguards.

This Section does not prohibit general competition; unrelated transactions; public procurement; dealings that Recipient shows were independently sourced without Confidential Information; or a relationship or transaction with the same counterparty that Recipient can show existed before the introduction by written records. Recipient should notify LandUp of a claimed pre-existing relationship promptly after the introduction, with enough nonconfidential detail to resolve its scope. This Section does not claim ownership of any utility, municipality, carrier, broker or other institution that serves many parties, and it does not restrict ordinary public inquiries or communications that the law requires. It applies only to the defined opportunity, counterparties, conduct and period. LandUp will not disclose Recipient's nonpublic transaction terms to Recipient's competitors.

7. DILIGENCE, ACCESS AND NO RELIANCE

A data room document, equipment nameplate, nearby transmission line, prior use, marketing statement, request for load or preliminary conversation is not a utility service commitment, a development entitlement or a warranty of usable capacity. Recipient will independently verify title, zoning, environmental, engineering, utility, gas, carrier, schedule and commercial matters through its own authorized diligence. Information is provided for evaluation only and without a representation as to its accuracy or completeness, unless a later definitive contract expressly provides otherwise, and subject to any law that cannot be waived. Nothing in this Section excuses fraud or intentional misrepresentation. Entering a site, testing, sampling, contacting occupants and any destructive work require separate written permission from LandUp and the property owner and any required insurance, safety and access arrangements.

8. RETURN, DESTRUCTION AND RETENTION

When LandUp asks in writing, or when the Purpose ends, the receiving party will stop using Confidential Information and, within fifteen business days, return or securely destroy it and reasonably accessible copies, including derivative analyses to the extent they reveal Confidential Information, and will confirm compliance on reasonable request. It may keep copies that the law, regulation, professional obligations or a reasonable records policy require it to keep, and routine backup copies that cannot reasonably be selectively removed. Information kept under this Section stays confidential, may not be used for another purpose, and must be removed from backups in the ordinary retention cycle. Ending data room access does not itself destroy copies already received.

9. TERM AND SURVIVAL

This Agreement lasts two years from the Effective Date unless either party ends it earlier by written notice. The duties in Sections 2 through 5 and 8 continue for three years after each disclosure of Confidential Information, and for trade secrets continue for as long as the law protects them as trade secrets. Section 6 applies for its stated twenty-four months. Ending this Agreement does not end claims that have already arisen, Section 11, retention duties under Section 8, or the terms needed to enforce duties that survive.

10. REMEDIES AND RESPONSIBILITY

A breach of Sections 3, 4 or 6 may cause harm for which money damages alone are not adequate. Subject to applicable legal standards, either party may seek temporary, preliminary or permanent injunctive relief and specific performance from a court as well as proven damages. A claim for compensation must establish an enforceable right and causation. There is no automatic commission, liquidated penalty or multiple of any transaction value. Remedies are subject to applicable law, and a party may not recover twice for the same loss. In a proceeding to enforce Section 3 or Section 6, the arbitrator may award the prevailing party its reasonable attorneys' fees, expert costs and arbitration costs, considering the outcome and each party's conduct. In all other disputes each party bears its own attorneys' fees unless the law provides otherwise.

11. BINDING INDIVIDUAL ARBITRATION

Except as stated in this Section, any dispute arising out of or relating to this Agreement, its breach, the Confidential Information or a qualifying introduction will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The seat and hearing location is Chicago, Cook County, Illinois, and the arbitrator may allow remote sessions. One neutral arbitrator, experienced in commercial real estate or infrastructure transactions, will decide the dispute and issue a reasoned written award, and judgment may be entered in any court with jurisdiction. Disputes will be arbitrated only between the parties individually. Recipient may not bring or join a class, collective or representative proceeding.

Either party may ask a court for temporary or preliminary relief to protect Confidential Information or to preserve the status quo, and may go to court to compel arbitration or to confirm or enforce an award. The state courts in Cook County, Illinois and the federal courts for the Northern District of Illinois may be used for those purposes, and each party consents to their jurisdiction. Asking for that relief does not waive arbitration of the merits. The Federal Arbitration Act governs this Section. Illinois law, without its conflict-of-law rules, governs this Agreement. Nonpublic arbitration materials, testimony and awards are confidential except as needed for professional advice, legal or regulatory duties, or to enforce or challenge an award. The arbitrator may enter protective orders. The parties will pay administrative fees as the American Arbitration Association directs, subject to the arbitrator's final allocation under Section 10.

12. ELECTRONIC ACCEPTANCE AND GENERAL TERMS

Recipient accepts this Agreement electronically by completing the entry form and checking the acceptance box. Recipient agrees that this electronic acceptance is its legally binding signature and has the same effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act and the Illinois Uniform Electronic Transactions Act. LandUp records the version and hash of this text, Recipient's name, company, email address, role, IP address, browser details, time of acceptance and the exact acceptance wording, and these records are evidence of acceptance. Recipient represents that the information it entered is accurate. If Recipient named a company, Recipient represents that it has authority to bind that company; if it does not, Recipient is personally bound.

No intellectual property license or ownership transfer is implied. Neither party may assign this Agreement without the other's written consent, except to a successor to substantially all of its relevant business that assumes these duties in writing. An amendment or waiver must be in a writing signed or electronically accepted by the party to be bound, and a failure to enforce a provision once is not a continuing waiver. If a provision is unenforceable, the remaining terms are enforced to the extent the law allows, and the unenforceable provision is limited as far as needed to make it enforceable. This Agreement and the LandUp Data Room Terms and Conditions are the entire agreement on their subject matter, and if they conflict about Confidential Information this Agreement controls. Notices to LandUp may be sent to the address above and to the email address LandUp publishes on its website.