Confidentiality Agreement

The confidential information contained within the Data Room and any additional information (the “Confidential Information”) provided therein pertaining to Traveller's Inn - Central and related assets which may be offered for sale (together the “Subject Property”) is strictly confidential and is provided by G. Powroznik Group Inc., of G-Force Group, as Receiver-Manager of Central Manor Holdings Ltd. (“G-Force”) to select interested parties who have been granted access to the Data Room (the “Interested Party”) solely for the purpose of evaluating a possible purchase of the Subject Property (the “Opportunity”). Each Interested Party must accept and adopt the terms of this Confidentiality Agreement before being granted access to the Data Room.

In consideration of being granted access to the Data Room and the Confidential Information, the Interested Party agrees with G-Force as follows:

1. Interested Party agrees to use the Confidential Information solely for the purpose of evaluating the Opportunity, and will not disclose the Confidential Information or the content thereof to any person, except the directors, officers, employees, advisors, solicitors or lenders of the Interested Party (collectively “Representatives”) who need to know such information for the sole purpose of such evaluation. The Interested Party agrees to inform its Representatives of the confidential nature of the Confidential Information and of the Interested Party’s obligations under this Confidentiality Agreement and to require its Representatives to observe and be bound by the terms of this Confidentiality Agreement. The Interested Party will be responsible for any breach of this Confidentiality Agreement by its Representatives. If the party accessing the Data Room is a director, officer or employee of an Interested Party, he/she hereby certifies that the Interested Party has authorized such party to obtain access to the Data Room and to bind the Interested Party to the terms of this Confidentiality Agreement.
2. If the Interested Party does not purchase any of the Subject Property it will destroy all hard copies and will erase all electronic copies or excerpts of the Confidential Information in its possession or in the possession of its Representatives.
3. Without the prior written consent of G-Force, the Interested Party will not, and will ensure that its Representatives do not, disclose to any person the fact that discussions or negotiations are taking place between the Interested Party and G-Force with respect the Subject Property, or any of the terms, conditions or other facts concerning such possible transaction or such negotiations.
4. The Interested Party acknowledges that the Confidential Information is not warranted as to its accuracy, completeness or otherwise, and that the Interested Party will rely upon its own due diligence investigations of the Subject Property prior to committing to purchase or to invest in any of the Subject Property.

The Interested Party hereby confirms its acceptance of the terms of this Confidentiality Agreement.

ACCEPT