Non-Disclosure Agreement

Article 1 (Purpose)

The purpose of this Agreement is to set forth matters concerning the use and protection of Confidential Information provided by one party (the "Disclosing Party") to the other party (the "Receiving Party") in the course of carrying out the Purpose, namely the review by the counterparty (hereinafter "Party B") of potential investment in, and cooperation with, the real estate development projects promoted by SFRE Co., Ltd. (주식회사 에스에프알이, hereinafter "Party A").

Article 2 (Definition of Confidential Information)

① "Confidential Information" means any and all technical or business information provided by the Disclosing Party to the Receiving Party in connection with the Purpose, whether in written, oral, electronic or any other form, including: the location, lot number, acquisition terms and title status of the subject real estate; project feasibility, financial models, investment structures and financing plans; design documents, business plans and permit or approval materials; prospective tenants, operation plans and brand strategies; and the existence and contents of this Agreement and the related discussions. ② Information provided orally or visually shall be deemed Confidential Information if it was identified as confidential at the time of disclosure or if it would reasonably be regarded as confidential by its nature.

Article 3 (Exceptions)

Information shall not constitute Confidential Information if it: was publicly known at the time of disclosure or becomes publicly known without fault of the Receiving Party; was lawfully in the Receiving Party's possession prior to disclosure; is lawfully obtained from a third party not bound by a duty of confidentiality; or is independently developed by the Receiving Party.

Article 4 (Duty of Confidentiality)

The Receiving Party shall use the Confidential Information solely for the Purpose and shall not disclose, provide or divulge it to any third party without the prior written consent of the Disclosing Party. The Receiving Party may provide the information only to its officers, employees and advisors with a need to know, subject to confidentiality obligations no less protective than those hereunder, and shall be liable for any breach by them. Where disclosure is required by law or a lawful court order, the Receiving Party shall notify the Disclosing Party without delay and minimize the scope of disclosure.

Article 5 (No Circumvention)

During the term of this Agreement, Party B shall not, without the prior written consent of Party A, use the Confidential Information to contact, directly or through a third party, or pursue transactions with, any counterparty introduced by Party A or identified through the Confidential Information (including property owners, sellers, prospective tenants and financial institutions) to the exclusion of Party A.

Article 6 (Return and Destruction of Materials)

Upon completion of the Purpose or at the Disclosing Party's request, the Receiving Party shall without delay return or destroy all materials containing Confidential Information (including copies and electronic files) and, upon request, confirm such destruction in writing.

Article 7 (No Grant of Rights)

The provision of Confidential Information grants the Receiving Party no intellectual property rights, licenses or any other rights, and this Agreement creates no obligation to enter into the contemplated transaction.

Article 8 (Damages)

① If the Receiving Party breaches this Agreement, it shall compensate the Disclosing Party for all damages arising therefrom. ② If the Receiving Party breaches Article 4 or Article 5, it shall pay, as liquidated damages, an amount equal to the development profit the Disclosing Party could have earned from the transaction or project related to such breach; where such amount is difficult to calculate, it shall be an amount equal to ten percent (10%) of the total project cost of the relevant transaction or project. Where the Disclosing Party proves damages in excess of such amount, it may separately claim the excess.

Article 9 (Term)

This Agreement takes effect on the date of execution, and the duty of confidentiality shall survive for three (3) years from the date each item of Confidential Information is received.

Article 10 (Electronic Execution)

This Agreement may be executed by means of electronic documents and electronic signatures pursuant to Article 4 of the Framework Act on Electronic Documents and Transactions and Article 3 of the Digital Signature Act of the Republic of Korea, with the same effect as a written agreement. The parties acknowledge electronic records, including the time of signature, the signature image and access logs, as evidence of execution.

Article 11 (General Provisions)

The invalidity of any provision shall not affect the validity of the remaining provisions. Any amendment to this Agreement shall be made in writing (including electronic documents). Neither party may assign its rights or obligations without the prior written consent of the other party. This Agreement may be executed in a Korean or an English version; in the event of any discrepancy between the two, the Korean version shall prevail.

Article 12 (Governing Law and Jurisdiction)

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea, and the Seoul Central District Court shall have exclusive jurisdiction in the first instance over any related dispute.