REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, NOR HAVE THEY BEEN
REGISTERED WITH THE SECURITIES COMMISSION OF ANY OTHER APPLICABLE STATE,
INCLUDING WITHOUT LIMITATION THE STATE OF DELAWARE.
THE COMPANY INTERESTS MAY
BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS
AND CONDITIONS OF THIS AGREEMENT AND IN A TRANSACTION WHICH IS
31
EITHER EXEMPT FROM REGISTRATION UNDER SUCH ACTS OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACTS.
(A)
COMPLIANCE WITH SECURITIES LAWS.
THE
MEMBERS ACKNOWLEDGE AND CONFIRM THAT THEIR MEMBER INTERESTS HAVE NOT BEEN
REGISTERED UNDER ANY FEDERAL OR STATE SECURITIES LAWS BY VIRTUE OF EXEMPTIONS
FROM THE REGISTRATION PROVISIONS THEREOF AND CONSEQUENTLY CANNOT BE SOLD EXCEPT
PURSUANT TO APPROPRIATE REGISTRATION OR EXEMPTION FROM REGISTRATION AS
APPLICABLE.
NO TRANSFER OF ALL OR ANY PART OF A MEMBER INTEREST (EXCEPT A
TRANSFER UPON THE DEATH, INCAPACITY OR BANKRUPTCY OF A MEMBER TO HIS PERSONAL
REPRESENTATIVE AND BENEFICIARIES), INCLUDING, WITHOUT LIMITATION, ANY TRANSFER
OF A RIGHT TO DISTRIBUTIONS, PROFITS AND/OR LOSSES TO A PERSON WHO DOES NOT
BECOME A MEMBER, MAY BE MADE UNLESS THE COMPANY IS PROVIDED WITH AN OPINION OF
COUNSEL ACCEPTABLE TO THE MEMBERS (BOTH AS TO THE IDENTITY OF THE COUNSEL AND
THE SUBSTANCE OF THE OPINION) TO THE EFFECT THAT SUCH OFFER OR ASSIGNMENT (A)
MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND (B) DOES NOT
VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (INCLUDING ANY
INVESTMENT SUITABILITY STANDARDS) APPLICABLE TO THE COMPANY OR THE MEMBERS.
EACH OF THE MEMBERS HEREBY (1) REPRESENTS AND WARRANTS THAT IT IS AN "ACCREDITED
INVESTOR," AS SUCH TERM IS DEFINED IN RULE 501(A) OF REGULATION D PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THAT THE INVESTMENT MADE BY
SUCH MEMBER IN THE COMPANY IS FOR ITS OWN ACCOUNT FOR INVESTMENT AND (2)
COVENANTS THAT SUCH MEMBER SHALL NOT SELL, TRANSFER, HYPOTHECATE OR ASSIGN ITS
INTEREST IN THE COMPANY OR TRANSFER INTERESTS IN SUCH MEMBER IN CONTRAVENTION OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
14.2
ACCESS TO INFORMATION.
EACH OF THE MEMBERS
REPRESENTS TO THE COMPANY THAT BEFORE DETERMINING TO ENTER INTO THIS AGREEMENT
AND TO INVEST IN THE COMPANY, EACH MEMBER MADE AN INDEPENDENT INVESTIGATION INTO
THE COMPANY AND THAT IT RECEIVED WHATEVER INFORMATION IT DEEMED NECESSARY OR
RELEVANT IN ORDER TO DECIDE WHETHER TO ENTER INTO THIS AGREEMENT OR INVEST IN
THE COMPANY.
EACH MEMBER ACKNOWLEDGES THAT THE FINANCIAL MATERIALS PROVIDED TO
THE MEMBERS ARE ONLY ESTIMATES OF EXPECTED FUTURE OPERATIONS BASED ON
ASSUMPTIONS ABOUT FUTURE MARKETS AND THERE IS NO ASSURANCE THAT SUCH PROJECTIONS
WILL BE REALIZED.
14.3
LIMITATIONS OF FEES.
REFERENCE IS MADE TO THAT
CERTAIN AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BEHRINGER
HARVARD OPPORTUNITY OP I, LP DATED AS OF NOVEMBER 24, 2004