5 8 0 2 U P R I V E R R O A D s C O R P U S C H R I S T I , T X 7 8 4 6 9

Steve Berger, SIORSENIOR VICE PRESIDENT+1 214 979 6333steve.berger@cbre.com

Gray GilbertSENIOR VICE PRESIDENT+1 713 577 1777gray.gilbert@cbre.com

CONTACT A REPRESENTATIVE BELOW FOR A TOUR AND/OR PRICING

UP RIVER ROAD

CORPUS CHRISTI SHIP CHANNEL

UP RAIL ROAD

PIPELINECORRIDOR

PIPELINECORRIDOR

Corpus Christi Ship Channel Opportunity

Property Location

Corpus Christi Ship Channel Opportunity5802 Up River Road, Corpus Christi, TX 78469

Port Aransas

Corpus Christi

Ship Channel

Gulf of Mexico

Property Information CORPUS CHRISTI, TX• ±16.58 Gross Acres• ±13.29 Upland Acres• One metallic, grade level office/warehouse

4,000 SF• Deepwater Access - channel is 45’ depth (plans to

deepen to 52’)• Heavily stabilized• Nueces County• Located on Corpus Christi Ship Channel

(Inter-Harbor)• Pipeline Access - 20 pipelines including: gasoline,

natural gas , diesel, nitrogen, crude oil (full list of operators and commodities available)

• Pipeline Operators include Valero, Flint Hills, Lyondell,• and Citgo

Water Front• Depth approved Ship, ATB & Barge Dock• Dredge permit in place to dredge to 45’ • Rail-siding approved for ±2,000 LF of clear track (Proposed) - Union Pacific Rail

Utilities• Electricity - Provided by: Direct Energy (currently AEP Electric is Line Provider)• Water - Nueces County Water District #4• Septic system on-site

• TCEQ PBR Permit for emmissions in place

• Ideal location for tank terminal (1,750,000 Barrel Capacity)

• Unrestricted, privately owned site• Designated Industrial District (Tax Advantages)

Corpus Christi Ship Channel Opportunity5802 Up River Road, Corpus Christi, TX 78469

Corpus Christi Ship Channel Opportunity5802 Up River Road, Corpus Christi, TX 78469

Rail Information

Conceptual Waterfront

Corpus Christi Ship Channel Opportunity5802 Up River Road, Corpus Christi, TX 78469

Survey

Corpus Christi Ship Channel Opportunity5802 Up River Road, Corpus Christi, TX 78469

Site Map

Project SWG-2014-00559CORPUS CHRISTI, Texas QuadSheet __ of __±

0 1,000 2,000 3,000 4,000 5,000Feet

Project Site

Corpus Christi Ship Channel Opportunity5802 Up River Road, Corpus Christi, TX 78469

Aerial

Project SWG-2014-00559Aerial of Project SiteSheet __ of __±

0 200 400 600 800 1,000Feet

Project Site

© 2016 CBRE, Inc. This information has been obtained from sources believed reliable. We have not verified it and make no guarantee, warranty or representation about it. Any projections, opinions, assumptions or estimates used are for example only and do not represent the current or future performance of the property. You and your advisors should conduct a careful, independent investigation of the property to determine to your satisfaction the suitability of the property for your needs. Photos herein are the property of their respective owners and use of these images without the express written consent of the owner is prohibited.

CONTACT A REPRESENTATIVE BELOW FOR A TOUR AND/OR PRICING

11-2-2015

Information About Brokerage ServicesTexas law requires all real estate license holders to give the following informaƟon about

brokerage services to prospecƟve buyers, tenants, sellers and landlords.

TYPES OF REAL ESTATE LICENSE HOLDERS: .• A BROKER is responsible for all brokerage acƟviƟes, including acts performed by sales agents sponsored by the broker.

• A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker.

A BROKER’S MINIMUM DUTIES REQUIRED BY LAW (A client is the person or party that the broker represents): • Put the interests of the client above all others, including the broker’s own interests; • Inform the client of any material informaƟon about the property or transacƟon received by the broker; • Answer the client’s quesƟons and present any offer to or counter-offer from the client; and • Treat all parƟes to a real estate transacƟon honestly and fairly.

A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION:

AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a wriƩen lisƟng to sell or property management agreement. An owner's agent must perform the broker’s minimum duƟes above and must inform the owner of any material informaƟon about the property or transacƟon known by the agent, including informaƟon disclosed to the agent or subagent by the buyer or buyer’s agent.

AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a wriƩen representaƟon agreement. A buyer's agent must perform the broker’s minimum duƟes above and must inform the buyer of any material informaƟon about the property or transacƟon known by the agent, including informaƟon disclosed to the agent by the seller or seller’s agent.

AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parƟes the broker must first obtain the wriƩen agreement of each party to the transacƟon. The wriƩen agreement must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker's obligaƟons as an intermediary. A broker who acts as an intermediary:

• Must treat all parƟes to the transacƟon imparƟally and fairly; • May, with the parƟes' wriƩen consent, appoint a different license holder associated with the broker to each party (owner and

buyer) to communicate with, provide opinions and advice to, and carry out the instrucƟons of each party to the transacƟon. • Must not, unless specifically authorized in wriƟng to do so by the party, disclose:

ᴑ that the owner will accept a price less than the wriƩen asking price; ᴑ that the buyer/tenant will pay a price greater than the price submiƩed in a wriƩen offer; and ᴑ any confidenƟal informaƟon or any other informaƟon that a party specifically instructs the broker in wriƟng not to

disclose, unless required to do so by law.

AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transacƟon without an agreement to represent the buyer. A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first.

TO AVOID DISPUTES, ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker’s duƟes and responsibiliƟes to you, and your obligaƟons under the representaƟon agreement. • Who will pay the broker for services provided to you, when payment will be made and how the payment will be calculated.

LICENSE HOLDER CONTACT INFORMATION: This noƟce is being provided for informaƟon purposes. It does not create an obligaƟon for you to use the broker’s services. Please acknowledge receipt of this noƟce below and retain a copy for your records.

Licensed Broker /Broker Firm Name or Primary Assumed Business Name

License No. Email Phone

Designated Broker of Firm License No. Email Phone

Licensed Supervisor of Sales Agent/Associate

License No. Email Phone

Sales Agent/Associate’s Name License No. Email Phone

Regulated by the Texas Real Estate Commission

Buyer/Tenant/Seller/Landlord Initials

InformaƟon available at www.trec.texas.gov IABS 1-0

Date

CBRE, Inc. 299995 lynn.cirillo@cbre.com 713-577-1600

Michael Caffey 437641 michael.caffey@cbre.com 214-979-6511

Mark Taylor 529348 mark.taylor@cbre.com 713-577-1701

Gray Gilbert 408873 gray.gilbert@cbre.com 713.577.1777

5 8 0 2 U P R I V E R R O A D s C O R P U S C H R I S T I , T X 7 8 4 6 9

Steve BergerSENIOR VICE PRESIDENT+1 214 979 6333steve.berger@cbre.com

Gray GilbertSENIOR VICE PRESIDENT+1 713 577 1777gray.gilbert@cbre.com

FOR SALE - CORPUS CHRISTI SHIP CHANNEL SITE

CJM 342048v.3

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Non-Disclosure and Confidentiality Agreement (“Agreement”), is executed ________________, 2016, by Texas Fuel & Asphalt, LLC (“TFA”), and _________ (“Company”). For purposes of this Agreement, the party producing Confidential Information (as defined herein) may be referred to as the “Disclosing Party” and the party receiving the Confidential Information may be referred to as the “Receiving Party”. The parties to this Agreement agree to establish terms governing the confidentiality of certain information TFA and Company may disclose to one another in conjunction with discussions between them as to a potential sale of real property owned by TFA on the inner harbor of the Port of Corpus Christi (the “Potential Transaction”).

1. For purposes of this Agreement, “Confidential Information” shall mean (a) all information, data or material disclosed by TFA or Company (including, without limitation, the substance of conversations) which is not generally known by the public or by parties which are competitive with or otherwise in an industry, trade or business similar to TFA or Company or their affiliates; (b) results of any tests and/or studies regarding the business of TFA or Company or their affiliates and/or any reports from any third person contractors or consultants engaged to analyze and/or interpret research data in connection with the business of TFA or Company or their affiliates; (c) software, devices, secret inventions, processes, proprietary rights and other concepts or ideas related to the business of TFA or Company or their affiliates that are proprietary and unique, compilations of information, records, source codes, object codes, and specifications, that are owned by TFA or Company or their affiliates and that are used in the operation of their respective businesses, also including, but not limited to, customer lists, financial, accounting, statistical and personnel information concerning TFA or Company or their affiliates; (d) any information described above which TFA or Company obtains from another party and which TFA or Company treats as proprietary, whether or not owned or developed by TFA or Company or their affiliates; and (e) all information analyses, compilations, studies or other documents prepared by TFA or Company or their affiliates which contain or reflect any information, data or material given or made available by and between TFA and Company. In addition, neither party shall disclose to any person: (i) that the Confidential Information has been made available; (ii) that discussions or negotiations are taking place concerning the Potential Transaction between the parties, or (iii) any terms, conditions or other facts with respect to the Potential Transaction.

2. The Receiving Party acknowledges that the Confidential Information constitutes a valuable, special and unique asset of the Disclosing Party, and that protection of

such Confidential Information against unauthorized disclosure and use is of critical importance to the Disclosing Party. The Receiving Party agrees that, except as expressly provided in this Agreement, the Receiving Party shall keep the Confidential Information in strict confidence and will not disclose or reproduce it to anyone (other than to its Related Parties (defined below)) without the Disclosing Party’s prior written consent. The Receiving Party will not use, or permit others to use, the Confidential Information for any purpose other than evaluating the Potential Transaction. It shall not be necessary for the Disclosing Party to mark Confidential Information with any restrictive legend for such information to be considered Confidential Information herein.

3. Receiving Party will use the same best efforts to protect such Confidential Information as it uses to protect its own proprietary information and data. Receiving Party and its affiliates, officers, directors, agents, employees, consultants, advisors, attorneys, lenders, current investors and potential investors (“Related Parties”) will not disclose, further distribute, copy or reproduce to or for any person all or any part of the Confidential Information or any materials prepared by Disclosing Party or Receiving Party or their affiliates for Receiving Party’s use containing or reflecting any information contained in the Confidential Information or the substance of discussions between TFA and Company. Disclosure of the Confidential Information shall be restricted only to those Related Parties of the Receiving Party who are participating in or analyzing the proposed actions on a “need to know” basis, who are advised of this Agreement, and who, prior to such disclosure, agreed to keep all Confidential Information confidential.

4. “Confidential Information” does not include any information that: (a) has been developed independently by the Receiving Party or its Representatives, or was lawfully obtained by from other sources which lawfully came to possess it; (b) is or becomes publicly known, generally employed by the trade, business or industry at or after the time the Receiving Party first learns of such information; (c) becomes available to the Receiving Party or its Representatives on a non-confidential basis from a source other than the Disclosing Party who has the right to disclose such information, provided that such source is not known to the Receiving Party to be bound by a confidentiality agreement with the Disclosing Party, or (d) was known to the Receiving Party prior to the time of disclosure.

5. The Receiving Party understands that the Confidential Information may relate to assets that are under development or planned for development by the Disclosing

Party. The Disclosing Party grants no license or ownership rights in the Confidential Information (by implication or otherwise). In this regard, full and exclusive rights and ownership of the Confidential Information shall vest and remain vested in the Disclosing Party.

6. Because of the unique nature of the Confidential Information and the severe harm that the Disclosing Party could suffer in connection with an unauthorized

disclosure, Receiving Party understands and agrees that Disclosing Party may suffer irreparable harm in the event that Receiving Party fails to comply with any of its obligations hereunder and that monetary damages may be inadequate to compensate Disclosing Party for such breach. Accordingly, Receiving Party agrees that Disclosing Party, in addition to any other remedies available to it at law or in equity for actual damages, may be entitled to seek injunctive relief to enforce the terms of this Agreement without having to post a bond and shall not be prohibited from pursuing other remedies to which it may otherwise be entitled.

7. In the event that the Receiving Party or any of its Representatives are requested or required in legal, judicial or regulatory proceedings (including by oral questions,

interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or by law, regulation, governmental agency or similar authority or stock exchange rule or regulation, to disclose any Confidential Information, it is agreed that the Receiving Party will, to the extent legally permissible and reasonably practicable, provide the Disclosing Party with prompt notice of such request(s) or requirement(s), so that the Disclosing Party may seek, at its sole expense, a protective order or other appropriate remedy, or waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, and the Receiving Party or its Representatives are, based on the advice of its counsel, legally required to disclose Confidential Information, or if the Disclosing Party waives compliance with this Agreement, the Receiving Party or its Representatives shall be permitted to furnish without liability hereunder only that portion of the Confidential Information that the Receiving Party or its Representatives are advised by counsel is legally required.

8. The obligations under this Agreement shall continue for two (2) years after (a) the date of disclosure to Receiving Party, or (b) this Agreement is terminated,

whichever occurs later. Either party may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the other party. Notwithstanding the foregoing, Receiving Party’s obligations to keep the Confidential Information confidential shall remain and exist until the Confidential Information is no longer confidential through no actions of Receiving Party or its affiliates, even if it remains confidential for a period greater than two (2) years after the termination of this Agreement. Upon written request by the Disclosing Party, Receiving Party agrees to promptly return all originals and copies of any of the Confidential Information.

9. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions thereof,

and the exclusive venue for any dispute shall lie exclusively in Nueces County, Texas. This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. If any provision of this Agreement is declared void or otherwise unenforceable, such provision shall be deemed to have been severed from this Agreement, which remaining portion shall remain in full force and effect and the Agreement shall be interpreted to effectuate, as closely as possible, the parties’ intent. This Agreement shall not be construed either more favorably for or strongly against either TFA or Company. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and which shall constitute one and the same document. Such counterparts may be transmitted or delivered by facsimile or other electronic transmission and will have the same effect as a manually signed original counterpart.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the Effective Date. TEXAS FUEL & ASPHALT LLC By: ___________________________ Name: Title:

[ ]

By: ___________________________ Name: Title: