Confidentiality Agreement

You (“Recipient”) are being provided access to this data site solely for the purpose of evaluating an interest in certain land located in Sumner County, Kansas referenced herein as (the “Property”) in connection with the possible sale (the “Potential Transaction”) from Withers Land & Exploration Inc (together with its subsidiaries and affiliates, "Withers Land & Exploration Inc").   In connection with the Potential Transaction, Withers Land & Exploration Inc is prepared, subject to the terms and conditions of this Confidentiality Agreement (the “Agreement”), to make available to the Recipient, its employees, directors and officers and other representatives (each, a “Representative”), certain Confidential Information (as defined below) that is non-public, confidential or proprietary in nature. By clicking “agree”, you acknowledge and agree (i) to strictly maintain the confidentiality of all Confidential Information, and agree to take normal reasonable precautions to maintain such confidentiality so that you do not divulge Confidential Information to any third party and (ii) to use the Confidential Information solely for the evaluating the Property and Potential Transaction..

Subject to the immediately following paragraph, when used herein, the term “Confidential Information” means, without limitation, (i) any and all information concerning or relating to the Potential Transaction, Withers Land & Exploration Inc and its operations, including, without limitation, maps, easement information, inventory, environmental information, contracts, financing documents and (ii) other information about Withers Land & Exploration Inc’s investments and all other information, (a) whether disclosed (1) orally or in writing, (2) before or after the execution of this Agreement, (3) by or on behalf of Withers Land & Exploration Inc to the Recipient or any of its Representatives or (b) which becomes known by the Recipient or any of its Representatives as a consequence of or through the Recipient’s or such Representative’s relationship with Withers Land & Exploration Inc, directly or indirectly; together with (iii) all reports, analyses, compilations, forecasts, data, studies or other materials prepared by the Recipient or any of its Representatives, to the extent such materials contain or otherwise reflect or are generated from any of the information set forth in the foregoing.

The term “Confidential Information” shall not include information that (i) at the time of disclosure or thereafter is generally available to and known by the public other than as a result of a disclosure by the Recipient or any of its Representatives, or (ii) was or becomes available to the Recipient or any of its Representatives on a non-confidential basis from a source other than Withers Land & Exploration Inc; provided that such source is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to Withers Land & Exploration Inc.

In consideration of Withers Land & Exploration Inc making available to the Recipient and its Representatives such Confidential Information, the Recipient agrees as follows:

1) Confidentiality and Use of Confidential Information.

(i) The Confidential Information will be kept confidential by the Recipient and its Representatives and shall not, without the prior written consent of Withers Land & Exploration Inc (which consent may be granted or withheld in its sole discretion), be disclosed by the Recipient or any of its Representatives, in any manner whatsoever, in whole or in part, and shall not be used, other than in connection with the Potential Transaction. Moreover, the Recipient agrees to reveal the Confidential Information only to those Representatives who need to know the Confidential Information for the purpose of the Potential Transaction, provided that, prior to the disclosure of any Confidential Information to such Representatives, the Recipient shall inform such Representatives to whom such Confidential Information is disclosed (a) that such Confidential Information is non-public, confidential and proprietary to Withers Land & Exploration Inc, and (b) of the essential terms of this Agreement, which Agreement shall be binding on all such Representatives to whom such Confidential Information is disclosed. The Recipient agrees not to make any such disclosure or transmission unless the Recipient is satisfied that its Representatives will act in accordance herewith. The Recipient agrees that it will be responsible for any breach of any of the provisions of this Agreement by any of its Representatives and the Recipient agrees to take, at its sole expense, all necessary measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information (including, without limitation, the initiation of court proceedings).

(ii) Neither the Recipient nor its Representatives shall, without the prior written consent of Withers Land & Exploration Inc (which consent may be granted or withheld in its sole discretion), directly or indirectly, disclose to any other person either the fact that discussions or negotiations are taking place concerning the Potential Transaction or any of the terms, conditions or other facts with respect to the Potential Transaction, including the status thereof, or disclose to any other person that the Recipient and its Representatives have received or produced any Confidential Information. The term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, the media and any corporation, company, group, individual or entity.

(iii) Nothing herein shall preclude disclosure of any Confidential Information required by any government or regulatory authority or court entitled by law to the disclosure of the same, or that is required by law to be disclosed, provided the Recipient promptly notifies Withers Land & Exploration Inc when such requirement to disclose arises to enable Withers Land & Exploration Inc to seek an appropriate protective order and to make known to such governmental or regulatory authority or court the proprietary nature of the Confidential Information and to make any applicable claim of confidentiality in respect thereof. The Recipient agrees to cooperate in any appropriate action that Withers Land & Exploration Inc may decide to take to prevent or minimize the disclosure of such Confidential Information. If the Recipient is required to make a disclosure in accordance with this Section 1(iii), the Recipient shall only make such disclosure to the extent it is required to do so by law.

2. Return of Confidential Information. Neither the Recipient nor its Representatives shall make any copies of the Confidential Information, in whole or in part, for any purpose other than the purposes specified in this Agreement. If the Withers Land & Exploration Inc decides not to proceed with the Potential Transaction or if Withers Land & Exploration Inc elects at any time to terminate further access by the Recipient to the Confidential Information for any reason, Withers Land & Exploration Inc will notify the Recipient and the Recipient will, and will cause its Representatives to, return or destroy all such Confidential Information, including, without limitation, all copies of Confidential Information and any notes or memoranda of conversations describing or relating to the Confidential Information and any and all documents, notes and memoranda, and any magnetic tapes or other electronic media which have been received or derived by the Recipient or any of its Representatives as part or as a result of their analysis or evaluation of the Confidential Information and any and all copies thereof. Notwithstanding the return of Confidential Information and related materials, the Recipient and its Representatives will continue to be bound by their obligations of confidentiality and other obligations hereunder. Without limiting the generality of the foregoing, any oral information will continue to be subject to the terms of this Agreement.

3. Accuracy of Confidential Information. The Recipient understands and acknowledges that Withers Land & Exploration Inc makes no representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information. The Recipient agrees that Withers Land & Exploration Inc shall have no liability to the Recipient or any of its directors, officers, employees, agents, representatives or affiliates relating to or resulting from the use of or reliance on any Confidential Information or any errors therein or omissions therefrom.

4. Not an Agreement to Complete a Potential Transaction. Unless and until a definitive agreement with respect to a Potential Transaction is executed and delivered by the Recipient and Withers Land & Exploration Inc neither the Recipient nor Withers Land & Exploration Inc intends to be, nor shall any of such persons be, under any legal obligation of any kind whatsoever with respect to such Potential Transaction or otherwise, by virtue of any written or oral expressions by such persons’ respective representatives with respect to such a Potential Transaction, except for the matters specifically agreed to in this Agreement. Withers Land & Exploration Inc shall be free to conduct the process for a Potential Transaction as it shall determine in its sole discretion. Any procedures relating to a Potential Transaction may be changed at any time without prior notice to the Recipient or any other person and the Recipient shall have no claim against Withers Land & Exploration Inc arising out of or related to any Potential Transaction, except in accordance with, and subject to, any definitive agreement with respect to a Potential Transaction.

5. Remedies. Recipient agrees that, in the event of any breach of the provisions of this letter, Withers Land & Exploration Inc shall be entitled to equitable relief, including relief in the form of injunctions and orders for specific performance, in addition to all other remedies available to Withers Land & Exploration Inc at law or in equity. No delay or failure by Withers Land & Exploration Inc in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.

6. Waiver. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

7. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to its conflict of laws provisions.

8. Notices. All notices, requests, demands, directions, declarations and other communications provided for herein shall be mailed by a reputable overnight mail carrier (i.e., FedEx) or registered or certified mail, return receipt requested, or telecopied or delivered in hand to the applicable party at its office address.

9. No License. Nothing in this Agreement shall be interpreted expressly or impliedly as granting the Recipient any license or other rights, except as expressly set forth in this Agreement.

10.No Joint Venture or Partnership. Nothing in this Agreement and no action taken by the parties hereto pursuant to this Agreement shall constitute a partnership or joint venture of any kind between the parties hereto.

11.Severability. In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions or portion of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

12.Amendments. All modifications of, waivers of or amendments to this Agreement or any part hereof must be in writing and signed on behalf of the Recipient and Withers Land & Exploration Inc The Recipient acknowledges that Withers Land & Exploration Inc is intended to be benefited by this Agreement and that Withers Land & Exploration Inc shall been titled to enforce this Agreement and to obtain for itself the benefit of any remedies that may be available for the breach hereof.

13.Site Visits. In connection with any site visits by Recipient with respect to the Potential Transaction, the Recipient agrees to indemnify, defend and hold Withers Land & Exploration Inc and its affiliates and agents harmless from and against any and all cost, liability, claim, damage, and/or expense arising from the Recipient’s (and/or its agents’, representatives’, employees’, engineers’ and/or contractors’) entry upon the Land.

14.Term. With the exception of Section 13 which shall survive the termination of this Agreement, the provisions of this Agreement shall be effective for a period of one (1) year from the date hereof.