NON-DISCLOSURE AND RESTRICTED USE AGREEMENT

THIS AGREEMENT is made between Mapletree Investments Pte. Ltd. the discloser of the information (“Discloser”) and you as receiver (“Receiver”) of the information.

Discloser and Receiver together “the Parties”

IN CONSIDERATION of the mutual covenants herein, the Parties hereby agree as follows:

1. Purpose: Discloser shall disclose to the Receiver certain Confidential Information (as defined below) relating to the disposal of student housing assets (the “Purpose”) on the terms and subject to the conditions stated in this Agreement.

2. Definition: for purposes of this Agreement, Confidential Information shall mean any confidential, non-public, proprietary information (including, but not limited to information contained in or accessible from time to time in a virtual data room made available to the Receiver by the Discloser   (a “VDR”)) that is related to the Purpose or which by its nature should be treated as confidential, whether disclosed before or after the date of this Agreement by Discloser, its agents, employees, directors or authorised agents, in any form (including, without limitation, in writing or orally or in a visual or an electronic form or in a magnetic or digital form), but excluding any information which (a) at the date of disclosure was publicly known or (b) at any time hereafter becomes publicly known (other than by breach of any confidentiality undertaking by Receiver).

3. Use and Representatives: the Confidential Information may be used by Receiver only for the Purpose. Receiver shall keep confidential the Confidential Information with the standard of care as it would on its own confidential information, and may disclose the Confidential Information only to its agents, employees, directors and professional advisers (“Representatives”) on a need to know basis and on condition that these Representatives are bound by confidential obligations no less stringent than those stated in this Agreement. In the event of any breach or suspected breach of this Agreement by any Representative, Receiver shall forthwith inform Discloser in writing and keep Discloser indemnified against all or any losses, damages, costs, expenses, liabilities or claims (including but not limited to, legal costs on a full indemnity basis) that Discloser may suffer or incur as a result or in connection thereof.

4. Required Disclosure: if Receiver is required by law or regulation of stock exchange or an order of court to make disclosure of Confidential Information or the existence of this Agreement, it shall notify Discloser in writing as soon as possible, in order for Discloser to apply for a protective order if or when Discloser deems necessary. In such event, Discloser may require the disclosure to take into account any requirements on timing and contents of disclosure and Receiver shall render full co-operation therewith.

5. Permitted Disclosure: Unless permitted herein or with the prior written consent of Discloser, Receiver shall not disclose any Confidential Information or the existence of this Agreement to any third party. Receiver further acknowledges that the Confidential Information, including information about such possible transaction concerning the Purpose, may be price sensitive information, and shall comply, as well as use best efforts to procure its Representatives to comply, with and be bound by all applicable securities laws and regulations (including laws prohibiting insider dealing).

6. Return of Confidential Information: in the event of any termination or expiry of this Agreement, any access rights granted to the Receiver in respect of any VDR will be rescinded and Receiver shall immediately return to Discloser all Confidential Information disclosed as well as derivative information thereof, including abstracts, analysis, copies, and memoranda. Receiver shall also use reasonable efforts to erase from all of its computers the Confidential Information.

7. Information quality: Discloser is not liable for any misinformation on the Confidential Information which is provided on an “as is where is” basis.

8. List of Representatives: Receiver shall maintain an accurate list of Representatives who have access to the Confidential Information (using the format below), and shall render such assistance as may be required by Discloser in enforcing the terms of this Agreement on the Representatives. 

9. Equitable Relief: the Parties agree that damages may not be an adequate remedy in the event of a breach or threatened breach of this Agreement and that Discloser is entitled to seek an injunction or other equitable relief in such event.

10. No Waiver: the failure to exercise or delay in exercising a right or remedy provided by this Agreement, by law or in equity does not impair or constitute a waiver of the right or remedy.

11. Third Party Rights: the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not be enforceable by any person who is not a party to this Agreement.

12. Amendments: any amendment to this Agreement shall be in writing and signed by duly authorised representatives of both Parties

13. Duration: this Agreement takes effect from the date on which the Receiver first receives or accesses any Confidential Information (whether via access rights to a VDR, or otherwise) (the “Effective Date”). This Agreement may be terminated by mutual consent in writing of the Parties or otherwise immediately on the Discloser giving written notice to Receiver. Notwithstanding the termination of this Agreement, the confidential obligations hereunder shall continue for a period of 2 years from the Effective Date.

14. Jurisdiction: These Conditions shall be governed by and construed in accordance with the laws of England and Wales. The Parties hereby submit to the exclusive jurisdiction of the courts of England.