Simply Portfolio – Ardmore, Oklahoma

investment highlights

DOMINANT MARKET LEADER // Almost 200,000 NRSF
OPPORTUNITY TO INCREASE NOI BY REDUCING ECONOMIC VACANCY
CENTRAL LOCATION // Located conveniently between OKC and Dallas-Fort Worth at the intersection of I-35 and US Highway 70
PRINCIPLE CENTER OF TRADE FOR A TEN COUNTY AREA OF SOUTH CENTRAL OKLAHOMA

Broker Information

Charles "Chico" LeClaire

Executive Managing Director

Phone: 303.328.2025
Email: cleclaire@marcusmillichap.com
License: CO EA00147681

Adam Schlosser

Senior Managing Director

Phone: 303.328.2044
Email: aschlosser@marcusmillichap.com
License: CO FA100050407

Tim Speck

Broker of Record

Phone: 972.755.5200
Email: tim.speck@marcusmillichap.com
License: 149994

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CONFIDENTIALITY AGREEMENT

In connection with your interest in a potential, negotiated acquisition of those certain properties listed in Exhibit A hereto (collectively, the “Property”) from one or more affiliates of Simply Storage Acquisitions LLC, and the owners listed in Exhibit A hereto (collectively, the “Company”), you have requested certain information concerning the Property from the Company and its respective directors, officers, members, partners, employees, representatives, agents and/or advisors (including without limitation, attorneys, accountants, consultants and financial advisors) (the Company’s “Representatives”). In consideration of furnishing you with the Evaluation Material (as defined herein), the Company requests your agreement to the following:

1. Representatives. For purposes of this letter agreement (the “Agreement”), your “Representatives” include, to the extent such Representatives receive Evaluation Material (as defined herein) from you or on your behalf, your affiliates and your and their respective directors, officers, employees, accountants, legal advisors, commercial debt financing sources, and, subject to the following paragraph, Equity Financing Sources (as defined herein) all of the foregoing Representatives identified in this Section 1 shall have been made aware of the terms of this letter agreement.

Notwithstanding anything to the contrary herein, the term “Representatives” does not include, and you shall not, directly or indirectly, disclose any Evaluation Material and/or Transaction Information (as defined herein) to, any person acting as a potential or actual joint bidder, equity investor or equity financing source with respect to a possible Transaction (as defined herein) (any such person, a “Equity Financing Source”), unless you have received the Company’s prior written consent (it being understood that once such consent is delivered, such Equity Financing Source shall be deemed your Representative).

2. Definition of Evaluation Material. The term “Evaluation Material” means all information concerning the Company and/or the Property, including but not limited to any of the Property’s ownership structures (whether prepared by the Company, the Company's Representatives, their respective advisors or otherwise and irrespective of the form of communication), that is furnished to you or to your Representatives now or in the future by or on behalf of the Company. “Evaluation Material” also shall be deemed to include all analyses, compilations, forecasts, studies, summaries, notes, data and/or other documents prepared by you or your Representatives containing, reflecting or generated from, in whole or in part, the information furnished to you or your Representatives pursuant hereto. The term Evaluation Material does not include any information which (i) is or becomes publicly available other than as a result of a disclosure by you or your Representatives, (ii) is already in your possession, on a non-confidential basis, provided that such information is not actually known by you, after due inquiry, to be subject to any legal or contractual obligation of confidentiality owed to the Company or its Representatives, (iii) becomes available to you on a non-confidential basis from a source other than the Company or its Representatives, provided that such source is not known by you, after due inquiry, to be subject to any legal, contractual or fiduciary obligation to the Company or its Representatives or another party reasonably known to have an obligation to the Company to keep such information confidential, or (iv) is independently developed by you without use of or reference to the Evaluation Material or otherwise violating any of your obligations hereunder.

3. Your Obligations. The Evaluation Material will be used solely for the purpose of evaluating your potential purchase of the Property from one or more entities advised by the Company (the “Transaction”) and not for any other purpose, except as expressly permitted herein (the “Permitted Purpose”). You will protect the Evaluation Material with the same degree of care that you use to prevent the unauthorized use, access or disclosure of your own confidential and proprietary information, which will be not less than a reasonable degree of care. The Evaluation Material will be kept confidential in accordance with the terms hereof by you and your Representatives and will not be disclosed by you or your Representatives to any other person except (i) as may be consented to by the Company in writing (email being sufficient), (ii) if required by law, regulation or legal or judicial process, subject to paragraph 4 (Compelled Disclosure) below, and (iii) that you may disclose the Evaluation Material or portions thereof to those of your Representatives who need to know such Evaluation Material for the Permitted Purpose, but only to the extent necessary to evaluate the Transaction and only if such Representatives are advised of the confidential nature of such Evaluation Material and the terms of this Agreement. You will be responsible for any failure to comply with the terms of this Agreement by you or your Representatives, and you agree at your sole commercially reasonable expense, to take all commercially reasonable measures to restrain your Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material.

4. Compelled Disclosure. In the event that you or your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Evaluation Material, you will provide the Company, to the extent permissible under applicable law or regulation, with prompt written (email being sufficient) notice of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Agreement. If a protective order or the receipt of a waiver is not obtained, and you or your Representatives are, in the opinion of your or their legal counsel, compelled to disclose Evaluation Material, you and/or your Representatives, as applicable, may disclose that portion of the Evaluation Material that your or their legal counsel advises that you or your Representatives are compelled to disclose, provided that you shall give the Company written (email being sufficient) notice of the information to be disclosed as far in advance of its disclosure as practicable. You also agree to use your commercially reasonable efforts to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material. Notwithstanding any such compelled disclosure by you or your Representatives, such compelled disclosure will not otherwise affect your and your Representatives’ obligations hereunder with respect to Evaluation Material so disclosed.

5. Transaction Information. Except with regard to your Representatives, you agree that, without the prior written (email being sufficient) consent of the Company, neither you nor any of your Representatives will disclose to any other person (i) the fact that any investigations, discussions or negotiations are taking place concerning the Transaction, (ii) that you and/or any of your Representatives have received Evaluation Material from the Company or that Evaluation Material has been made available by or on behalf of the Company, or (iii) any of the terms, conditions or other facts with respect to the Transaction, including the status thereof (the information in clauses (i) through (iii) being “Transaction Information”), except that you may make such disclosure if your legal counsel advises such disclosure is required by applicable law, regulation or legal process but only after compliance with the procedures set forth in paragraph 4 (Compelled Disclosure) above. The term “person” as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership, or other entity or individual.

6. Ownership; Return or Destruction of Evaluation Material. All Evaluation Material shall be and remain the property of the Company and its Representatives, as applicable, and no right or license is granted to you with respect to any Evaluation Material or any other intellectual property of the Company. At any time upon the written (email being sufficient) request of the Company for any reason, you will promptly destroy all Evaluation Material (and all copies thereof) furnished to you or your Representatives by or on behalf of the Company pursuant hereto; provided, that, you and your Representatives may retain copies of Evaluation Material if required to comply with applicable law or regulation or bona fide document retention policy; provided, further, that, any retained Evaluation Material remains subject to the terms and conditions of this Agreement. Notwithstanding the return or destruction or permitted retention of the Evaluation Material, you and your Representatives will continue to be bound by your obligations of confidentiality and other obligations hereunder.

7. No Other Obligation. Each party hereto understands and agrees that no contract or agreement providing for the Transaction shall be deemed to exist between you and the Company unless and until a final, legally binding definitive agreement has been executed and delivered. Each party hereto also agrees that unless and until a final, legally binding definitive agreement between you and the Company with respect to the Transaction has been executed and delivered, neither you nor the Company has any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. You acknowledge that the Company expressly reserves the right to terminate negotiations regarding the Transaction at any time, without providing you with the reasons. The Company is free to refuse any offer you may make, and the Company may provide the same or similar information to other parties and enter into agreements with other parties.

8. No Representations or Warranties. Although the Company has endeavored to include in the Evaluation Material all of the information which is relevant for the purposes of your investigation, you understand and acknowledge that neither the Company nor any of its Representatives make any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. You agree that neither the Company nor any of its Representatives shall have any liability to you or any of your Representatives relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. Only those representations and warranties which are made in a final, legally binding definitive agreement regarding the Transaction between the parties hereto or their affiliates (a “Definitive Agreement”), when, as and if executed and delivered, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.

9. Restricted Communication and Access. Without the prior written (email being sufficient) consent of the Company, and except for communications in the ordinary course of business unrelated to the Transaction, neither you nor your Representatives will initiate or cause to be initiated any (i) communication concerning the Evaluation Material or Transaction Information, (ii) requests for additional information on any of the Property, or (iii) requests for (a) visits or tours of the Property, or (b) management meetings in connection with the Transaction, except, in each case, with the Company or its designee (including a broker engaged by the Company in connection with the Transaction). You also agree that neither you nor any of your Representatives will, without the prior written (email being sufficient) consent of the Company, initiate or maintain contact (except in the ordinary course of business unrelated to the Transaction) with any person known to you or such Representative to be a customer, commercial or retail tenant, servicer, investor, partner, or employee of the Property.

10. Non-Solicitation. You agree that, for a period of twelve (12) months, neither you nor any of your affiliates who receive Evaluation Material hereunder nor any of your Representatives acting on your behalf will, without the prior written (email being sufficient) consent of the Company, directly or indirectly, solicit for employment or hire any employee of the Company or any of its affiliates or subsidiaries, as well as any employee who works at the Property with whom you have had contact or who became known to you in connection with your consideration of the Transaction; provided, however, that the foregoing shall not restrict you or such affiliates from (i) placing general advertisements for employment not specifically directed at any particular individual or at employees of the Company or those who work at the Property or (ii) hiring any person who responds to such general advertisements.

11. Principal. You hereby acknowledge that you are a principal or investment advisor in connection with the Transaction and you agree that you will not look to the Company (or any broker engaged by the Company in connection with the Transaction) for any fees or commissions in connection with the Transaction.

12. Remedies. The parties agree that money damages may not be a sufficient remedy for any breach of this Agreement by you or your Representatives and that the Company shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach, in addition to all other remedies available to the Company at law or in equity. You further agree to waive any requirement for the securing or posting of any bond in connection with such remedy.

13. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the Southern District of the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the Transaction contemplated hereby (and the parties agree not to commence any action, suit or proceeding relating thereto except in such courts, and you further agree that service of any process, summons, notice or document by U.S. registered mail to your address set forth above shall be effective service of process for any action, suit or proceeding brought against you in any such court). The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this agreement or the transactions contemplated hereby in the courts of the State of New York or the United States of America located in the State of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14. Securities Laws. You hereby acknowledge that you and your Representatives may receive material non-public information in connection with your evaluation of the Transaction and you are aware, and that you will advise your Representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

15. Data Protection. Each party hereto agrees that it will (and will ensure that its Representatives will): (i) comply with all applicable data protection and privacy laws in exercising its rights, and performing its obligations, under or in connection with this Agreement (including, without limitation, relating to transfer of personal data); and (ii) only process such personal data to the extent necessary to exercise its rights, and perform its obligations, under this Agreement; (iii) implement appropriate technical and organizational measures to protect personal data that it, or its subcontractors, processes under or in connection with this Agreement; (iv) promptly notify the other party of personal data breaches relating to personal data disclosed to it under or in connection with this Agreement; and (v) not download or otherwise require the other party to transfer any personal data from any data room or other repository established by the other party for or in connection with the Transaction, unless the resulting transfer of relevant personal data is subject to appropriate safeguards under applicable data protection and privacy law.

16. Waivers. Each party hereto agrees that no failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

17. Severability. If any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation.

18. Assignment. This Agreement and each party’s obligations hereunder shall be binding on the representatives, assigns and successors of such party and shall inure to the benefit of the assigns and successors of such party, provided, however, that your rights and obligations hereunder are not assignable, except to your Representatives, as provided herein.

19. Entire Agreement; Amendment; Delivery as Acceptance. This Agreement (i) constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes any prior communications, understandings and agreements between the parties; and (ii) may not be waived, amended or modified except by a written instrument executed by the parties hereto.

20. Term. The provisions of this Agreement shall continue in full force and effect at all times until the earlier of (a) two (2) years from the date hereof, or (b) entry into a Definitive Agreement.

EXHIBIT A
1. 1900 Veterans Boulevard, Ardmore, OK 73401 – SS Veterans Boulevard, LLC
2. 1812 South Commerce Street, Ardmore, OK 73401 - SS Commerce Street, LLC
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Contact The LeClaire-Schlosser Group

Simply Portfolio – Ardmore, Oklahoma

Property Location

Ardmore, OK

investment highlights

Broker Information

Charles "Chico" LeClaire

Adam Schlosser

Tim Speck

Download Marketing Package

CONFIDENTIALITY AGREEMENT

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