Altoona AAA Self Storage

Altoona, Iowa (Des Moines MSA)

Confidentiality Agreement

The information listed in the marketing materials for Altoona AAA Self Storage has been obtained from sources we believe to be reliable, however, we accept no responsibility for its correctness.

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EquiCap Commercial through ParaSell Inc. (Iowa Broker of Record) have been selected to exclusively offer for sale Altoona AAA Self Storage. This Investment Offering Memorandum has been prepared by EquiCap Commercial for use by a limited number of parties and does not purport to provide a necessarily accurate summary of the property or any of the documents related hereto, nor does it purport to be all inclusive or to contain all of the information which perspective investors may need or desire. All projections have been developed by Seller, EquiCap Commercial, ParaSell Inc. and designated sources, and are based upon assumptions relating to the general economy, competition and other forces beyond the control of the Seller and are therefore subject to variation.

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No representation is made by Seller, EquiCap Commercial or ParaSell Inc. as to the accuracy or the completeness of the information contained herein and nothing contained herein is, or shall be replied on as, a promise or representation as to the future performance of the Property.

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Although the information contained herein is believed to be correct, Seller and its employees, disclaim any responsibility for inaccuracies and expect prospective purchasers to exercise independent due diligence in verifying all such information. Further, EquiCap Commercial, ParaSell Inc., and the Seller and its employees disclaim any and all liability for representations and warranties, expressed and implied, contained in, or for omission from, the Investment Offering Memorandum, or any other written or oral communication transmitted or made available to the recipient. The Investment Offering Memorandum does not constitute a representation that the business or affairs of the Property or Seller. Analysis and verification of the information contained in the Investment Offering Memorandum is solely the responsibility of the prospective purchaser.

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Seller, EquiCap Commercial and ParaSell Inc. each expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers regarding the Property and/or terminate the discussions with any entity at any time with or without notice. Seller shall have no legal commitment or obligations to any entity reviewing the Investment Offering Memorandum, or making an offer to purchase the Property, unless and until such offer is approved by the Seller, a written agreement for the purchase of the Property has been fully executed, delivered and approved by Seller and its legal counsel and any conditions to Seller's obligations thereunder have been satisfied or waived.

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This Investment Offering Memorandum and the contents, except such information which is a matter of public record or is provided in sources available to the public, are of a confidential nature. By accepting the Investment Offering Memorandum, you agree that you will hold and treat it in the strictest of confidence, that you will not photocopy or duplicate it, that you will not disclose the Investment Offering Memorandum or any of the contents to any other entity (except to outside advisors retained by you if necessary, for your determination of whether or not to make a proposal and from whom you have obtained the agreement of confidentiality) without prior written authorization of Seller, EquiCap Commercial and Parasell, Inc. and that you will not use the Investment Offering Memorandum or any of the contents in any fashion or manner detrimental to the interest of the Seller, Seller’s tenants or EquiCap Commercial and ParaSell Inc..

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The term of this agreement shall be for the later of (i) one (1) year, or (ii) until such a time that Seller no longer owns the Property. Seller and tenants of the Property are intended third party beneficiaries of this Agreement.
 

Exclusively Listed By:

Scott Reid

Parasell, Inc.

949.942.6585

Broker@parasellinc.com

Lic #B68091000

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Presented By:

Jesse Luke

EquiCap Commercial

1001 E Main St - Unit E

St. Charles, IL 60174

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OUT-OF-STATE LICENSEE AGREEMENT

This OUT-OF-STATE LICENSEE AGREEMENT (“Agreement”) is entered into by and between OSL and Licensed Broker, and is subject to the terms and conditions as set forth below.

WHEREAS, OSL has an existing relationship with Principal, who desires to buy, sell and/or lease that certain Real Property (the “Transaction”) and OSL desires to introduce Licensed Broker to Principal in order for Licensed Broker to perform for Principal the services that require a real estate license in connection with the Transaction; and

WHEREAS, All activities with respect to this Agreement shall be carried out by the Transaction Team under the direct supervision of Licensed Broker and OSL.

NOW, THEREFORE, in consideration of the terms and conditions of this Agreement, the receipt and sufficiency of which is hereby acknowledged by the signing and delivery hereof, OSL and Licensed Broker agree as follows:

1. Definitions and Certain Basic Provisions.

State:
OSL:
Licensed Broker: Principal:
Real Property: Transaction Team:

Iowa
EquiCap Commercial, LLC
ParaSell, Inc.
FIFTY ONE FORTY NINE LLC
1220 34th Ave Sw, Altoona, IA
Scott Reid, Jon Hardison, Jesse Luke, Scott Rihm, Harold Robertson

2. Real Estate Transaction. Licensed Broker and OSL shall cooperate together in the representation of the Principal with respect to the Transaction in accordance with the following procedures:

1. Representation Agreement: Licensed Broker and OSL will enter into an agreement (the “Representation Agreement”) with Principal in connection with the Transaction. Neither Licensed Broker nor OSL shall undertake any real estate activities with respect to the Transaction until the Representation Agreement has been executed.

2. Transaction Documents: Any document related to the Transaction, including but not limited to the Representation Agreement, lease, offer, purchase and sale agreement, invoice, closing statement or other agreements, shall clearly identify Licensed Broker (in association with OSL) as the broker of Principal.

3. Marketing and Advertising: Any marketing, advertising, publications, and/or press release material, whether print or electronic (“Marketing Material”), shall clearly identify the Licensed Broker as the broker of Principal and shall include Licensed Broker’s contact information if required pursuant to Applicable Law.

4. Correspondence: OSL agrees that all correspondence with respect to a Transaction shall be conducted and/or directed through Licensed Broker and OSL.

5. Earnest Money, Deposits and Trust Funds: All earnest money, deposits or trust funds of any nature shall be handled by either a qualified escrow agent or an attorney appointed by the Principal.

6. Dual Agency: Licensed Broker and OSL each agree to promptly inform the other regarding any circumstances involving Licensed Broker, OSL, OSL Personnel or Transaction Team that might give rise to dual agency with respect to the Transaction and shall follow Licensed Broker’s direction regarding disclosure and obtaining consent from the Principal with respect to all dual agency circumstances.

7. Working with an Unrepresented Principal: In the event Licensed Broker, OSL, OSL Personnel or any member of the Transaction Team engages with and/or negotiates with a principal (to the extent permissible under the real estate laws of the State) who is either (a) not a licensed real estate professional, or (b) not represented by a real estate broker (“Unrepresented Principal”), the parties agree to promptly inform one another and promptly deliver to the Unrepresented Principal any state required agency disclosures as well as an agency declaration to confirm to the Unrepresented Principal that neither Licensed Broker nor OSL represents them unless it is agreed to in writing by the Principal, Unrepresented Principal, Licensed Broker and OSL.

8. Compensation. Licensed Broker shall retain 10% of the total commission (not less than a minimum of $1,000.00, or more than a maximum of $3,500.00 per property sold) and the balance shall be paid to OSL. Notwithstanding

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anything in this Agreement to the contrary, it is expressly understood and agreed that Licensed Broker and OSL’s right to receive any funds is conditioned upon the receipt of such funds from the Transaction. In the event Licensed Broker or OSL receives payment for more than their share of the total commission as contemplated in this Section 2(h), then the receiving party shall, within five (5) business days of clearing of such deposited funds, reconcile and issue payment to other party so that both parties receive their share of the commission as contemplated in this Section 2(h).

3. Applicable Laws. It is expressly understood and agreed that Licensed Broker shall conduct all brokerage activities with respect to the Transaction that require a real estate license in accordance with all applicable statutes, ordinances, requirements and regulations of all federal, State and local governments, and of any and all of the departments and bureaus thereof (collectively “Applicable Laws”). OSL acknowledges and agrees that this Agreement does not convey, expressly or implicitly, any right of OSL to perform any activities beyond those that it is permitted to perform in the State without a real estate license. OSL shall conduct itself, and shall ensure that its employees, independent contractors and agents (“OSL Personnel”) conduct their activities in compliance with all Applicable Laws and all other terms of this Agreement and the Representation Agreement of the Transaction.

4. Licensed Broker Relationship to OSL. The parties acknowledge and agree that neither OSL nor OSL Personnel are employees, agents or partners of Licensed Broker.

5. Real Estate Licenses. Licensed Broker and OSL shall at all times during the term of this Agreement maintain their real estate license as outlined in each of their respective signature blocks of this Agreement.

6. OSL Activities. All of OSL’s activities with respect to the Principal and the Transaction shall be performed by the Transaction Team. OSL represents and warrants to Licensed Broker that all members of the Transaction Team (i) will conduct their activities in accordance with the procedures set forth in Section 2 hereof, (ii) are licensed real estate professionals in good standing, (iii) whose real estate licenses are properly registered in association with OSL’s license with the applicable real estate licensing authority, and (iv) are covered under OSL’s professional liability insurance policy described in Section 7 of this Agreement. OSL shall provide a copy of this Agreement to all members of the Transaction Team and shall promptly inform Licensed Broker of any additions to the Transaction Team. OSL shall keep Licensed Broker apprised of any such activity and shall provide Licensed Broker with copies of any related correspondence and transaction documents.

7. Insurance Requirement. At all times during the term of this Agreement and for a minimum of one (1) year following the termination of this Agreement, both Licensed Broker and OSL shall carry professional liability (error & omissions) insurance with a minimum limit of $1,000,000 per claim and $1,000,000 million in aggregate, covering their employees, independent contractors, agents and all real estate brokerage activities in each state in which such party holds a real estate license (“Insurance Requirement”). Licensed Broker and OSL hereby each represent and warrant to the other that they are in compliance with the Insurance Requirement as of the date of execution of this Agreement, and upon the request of the other party, each shall promptly provide evidence of such Insurance Requirement.

8. Mutual Indemnification. OSL and Licensed Broker each hereby agree to indemnify, defend and hold the other party, its affiliates, its licensees, its licensors, and/or its officers, directors, employees, sales personnel and agents harmless from and against any and all damages or other amounts payable to a third party claimant, as well as any reasonable attorneys’ fees and costs of litigation or other legal proceedings arising out of or resulting from any claim, suit, proceeding or cause of action brought by a third party or the Principal against a party or its representatives based on (a) breach of any obligation, representation or warranty by the indemnifying party contained in this Agreement, (b) breach of any Applicable Laws or activities in Subject States by such indemnifying party or its personnel, (c) any misrepresentations or inaccuracies in any representations made by the indemnifying party to a third party or the Principal or (d) gross negligence or willful misconduct by such indemnifying party.

9. Document Collection and Audit Cooperation. Licensed Broker and OSL agree to cooperate with the other in the collection of copies of any and all necessary documents relating to Licensed Broker, OSL, OSL Personnel, Transaction Team, Principals, and Transactions as needed for compliance with Applicable Laws with respect to any Transaction. In addition, in the event that Licensed Broker is the subject of an audit and/or an investigation by any real estate licensing authority, OSL shall promptly provide all requested documents and reasonable assistance to Licensed Broker in connection with such audit and/or investigation.

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10. Dispute Resolution. In the event of any disputes or claims relating to the interpretation, implementation, breach or enforcement of any obligation, representation or warranty under this Agreement (“Dispute(s)”), the parties agree to resolve such Dispute first by mediation with a mediator selected by the parties. If such mediation fails, then any such Dispute shall be submitted for binding arbitration before the American Arbitration Association in accordance with its rules before a panel of three (3) arbitrators. Any determination by such arbitrators shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Disputes involving any Transaction shall be submitted for arbitration in the Subject State applicable to the Transaction and shall be decided in accordance with the applicable laws of such Subject State without regard to conflict of laws principles. All other Disputes between the parties shall be submitted to arbitration in Orange County, California and shall be decided in accordance with the appliable laws of the State of California, without regard to conflict of laws principles.

11. Counterparts and Notices. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original. Notices to a party under this Agreement may be delivered via US Mail, overnight courier, or email to such party at the notice/email address for such party set forth in the applicable signature block, and shall be deemed delivered upon verified receipt by the receiving party. This Agreement may not be assigned by any party (except to an affiliate of the assigning party or to a successor by operation of law following a merger or consolidation with, or sale of all assets of the assigning party) without written consent of each of the other parties.

12. Termination. This Agreement shall automatically terminate if (a) the Representation Agreement is not entered into within ten (10) days of the Effective Date, or (b) upon three (3) days prior written notice by either party in the event of an uncured breach of this Agreement, or (c) immediately upon written notice from Licensed Broker if OSL has violated any Applicable Laws or has not complied with its obligations under this Agreement, or (d) immediately upon termination of the Representation Agreement for any reason.

13. State Specific Provisions. OSL acknowledges that Iowa is a "Physical Location State" which means OSL is prohibited from entering the state to work on the Transaction.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of last signature (the “Effective Date”).

LICENSED BROKER:

ParaSell, Inc.

By:

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Name: Scott Reid
Its: Broker of Record
Address: 940 South Coast Drive, Suite 100, Costa Mesa, CA 92626

Phone: (949) 942-6585

Email: broker@parasellinc.com

License: IA – F06134000

Date: 4/11/2024

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OSL:

EquiCap Commercial, LLC

By:

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Name: Jon E. Hardison
Its: Managing Member
Address: 1001 E. Main Street - Unit E, St. Charles, IL 60174

Phone: (630) 253-3793

Email: jon@equicapcommercial.com

License: IL – 481012379

Date: 4/11/2024