PROJECT STELLAR: VIRTUAL DATA ROOM RULES

GENERAL

• These provisions set out the rules (Rules) controlling the use of the virtual data room (VDR) made available to approved Viewers (as defined below) in relation to the proposed sale of a portfolio of 52 buildings in 10 countries and 14 areas of development sites in 4 countries (Portfolio) by Prologis, L.P. and its Group Companies (Seller). In offering access to the VDR the Seller is making available a facility which allows potential buyers and their advisers to access information relating to the proposed sale of the Portfolio by the Seller (Information). In consideration of the use of the VDR, potential buyers and their advisers (each a Representative) agree to be bound by these Rules. These Rules apply to each and every occasion on which the VDR is accessed by a potential buyer, a Representative and each individual to whom they wish to give access to the VDR (Viewer).
• Potential buyers, their Representatives and Viewers shall only be granted access to the VDR with the prior consent of the Seller and such consent may be withdrawn at any time without prior notice. In consideration of the use of the VDR and by clicking on the “I accept” button below, potential buyers and their Representatives and each Viewer agree to be bound by these Rules.
• No information made available on the VDR shall constitute an offer to sell, or an invitation to purchase or tender for, any assets or securities or form the basis of any contract.
• Any sale and purchase agreement relating to the Portfolio shall provide that the contents of the Information shall be deemed to be disclosed against any warranties contained in the sale and purchase agreement

CONFIDENTIALITY

• The Information is made available subject to and on the terms of the confidentiality agreement given by potential buyers in respect of information made available to them and their Representatives in connection with the possible sale of the Portfolio (Confidentiality Agreement). Where these Rules and the terms of the Confidentiality Agreement conflict, the terms of the Confidentiality Agreement shall prevail.
• By clicking on “I accept” button below the Representative confirms that it has read or is aware of the Confidentiality Agreement validly countersigned by an authorised person on behalf of the potential buyer, and that it is fully aware of the obligations in the Confidentiality Agreement and agrees to be bound by its provisions as if it had personally signed the Confidentiality Agreement; and shall ensure that their employees and each other person who reports to them are aware of their obligations in the Confidentiality Agreement and shall comply with the terms of the Confidentiality Agreement

NO WARRANTY

Except as may be otherwise provided in the final agreement relating to the proposed sale of the Portfolio by the Seller, no representation or warranty, express or implied, is made or given as to the adequacy, accuracy, reliability or completeness of the Information or as to the reasonableness of any assumptions on which any of it is based. Potential buyers and their Representatives agree, on their own behalf and on behalf of any person to whom they make known any part of the Information (subject to the provisions of the Confidentiality Agreement), that except as may be otherwise provided in any final agreement relating to the proposed sale of the Portfolio, none of the Seller, or its professional advisers, or any of its subsidiary undertakings, or any of their respective partners, directors, employees, advisers or agents have any liability to potential buyers or their Representatives or any person to whom information is made available, resulting from the use of the Information. In making the Information available, the Seller is under no obligation to provide any additional information or to update or correct any inaccuracies which may become apparent in any of the Information

USING THE WEBSITE

Whilst using the VDR, Viewers shall:

• take all reasonable steps to ensure that none of the Information is visible to, or capable of being, overlooked by, other persons;
• not leave their computer or other communications device through which they access the service unattended whilst connected to the VDR;
• ensure that they close the browser and log out when they have finished using the VDR;
• not deface, mark, alter, modify, vary (including varying the sequence of) damage or destroy in any way any Information contained on the VDR;
• not attempt to download, scan, copy, print, photograph or otherwise capture any of the information contained in the VDR, except that Viewers may print information for which the print capability has been enabled as indicated by the VDR index and download any information for which the download capability has been enabled as indicated by the VDR index.
• not attempt to disable the protection software associated with the VDR; and
• not share their VDR password with anyone else.

DESTRUCTION OF DOCUMENTS DOWNLOADED FROM THE WEBSITE

At the request of the Seller potential buyers or, as the case may be, Representatives agree to:

• return to the Seller or, at its choice, destroy all Information downloaded from the VDR and any information derived or generated therefrom together with any copies thereof (in all cases whether in the Viewer’s possession or in the possession of others to whom such information is made known in whatever form (subject to the provisions of the Confidentiality Agreement));
• delete all information downloaded from the VDR and any information derived or generated therefrom from any computer, word processor, tablet, smartphone or other communication device through which the website is accessed, or other like device in the Viewer’s possession, custody or control or in the possession, custody or control of others to whom such information is made known in whatever form (subject to the provisions of the Confidentiality Agreement); and

By clicking on “I accept” you confirm that you have read and agree to be bound by these Rules.