PERFORM HIS OBLIGATIONS HEREUNDER AND
THEREUNDER;
(B)
NO AUTHORIZATION, APPROVAL, FILING WITH,
WAIVER OR CONSENT OF ANY PARTY IS REQUIRED FOR THE SALE OF THE UNITS TO THE
PURCHASER PURSUANT TO THIS AGREEMENT;
(C)
THE SELLER ACKNOWLEDGES THAT HE MAY HAVE
OBTAINED AND MAY HAVE HAD ACCESS TO INFORMATION, KNOWLEDGE AND DATA OF A SECRET
OR CONFIDENTIAL NATURE CONCERNING THE
2
BUSINESS AND FINANCIAL AFFAIRS, FINANCIAL FORECASTS, FUTURE CAPITAL
EXPENDITURES, BUSINESS STRATEGY, CLIENTS, TRANSACTIONS AND OTHER PROPRIETARY
INFORMATION OF THE COMPANY ("CONFIDENTIAL INFORMATION"). THE SELLER ACKNOWLEDGES
AND AGREES THAT ALL CONFIDENTIAL INFORMATION IS, DIRECTLY OR INDIRECTLY, THE
PROPERTY OF THE COMPANY AND THAT THE SELLER WILL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY, DISCLOSE TO ANY UNAUTHORIZED PERSON, OR USE FOR HIS OWN
ACCOUNT, ANY CONFIDENTIAL INFORMATION EXCEPT (I) TO THE EXTENT NECESSARY TO
COMPLY WITH APPLICABLE LEGAL PROCESS (IN WHICH EVENT THE SELLER WILL PROVIDE THE
COMPANY WITH PROMPT NOTICE OF ANY REQUEST FOR SUCH DISCLOSURE SO THAT THE
COMPANY MAY SEEK AN APPROPRIATE PROTECTIVE ORDER) AND (II) TO THE EXTENT SUCH
INFORMATION BECOMES GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC OTHER
THAN AS A RESULT OF THE SELLER'S ACTS OR OMISSIONS TO ACT;
(D)
THE SELLER HAS HAD AN OPPORTUNITY TO DISCUSS
THE COMPANY'S BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS WITH DIRECTORS,
OFFICERS AND MANAGEMENT OF THE COMPANY. THE SELLER HAS ALSO HAD THE OPPORTUNITY
TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE COMPANY AND ITS MANAGEMENT
REGARDING THE TERMS OF THIS TRANSACTION. THE SELLER BELIEVES THAT HE HAS
RECEIVED ALL THE INFORMATION HE CONSIDERS NECESSARY OR APPROPRIATE IN DECIDING
WHETHER TO SELL THE UNITS, INCLUDING THE CONFIDENTIAL INFORMATION;
(E)
THE SELLER ACKNOWLEDGES THAT HE (I) IS A
SOPHISTICATED INVESTOR WITH SIGNIFICANT PRIOR INVESTMENT EXPERIENCE, INCLUDING
INVESTMENT IN UNREGISTERED SECURITIES, (II) HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS THAT HE IS CAPABLE OF EVALUATING THE MERITS,
SUITABILITY AND RISKS OF ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY, GENERALLY AND IN LIGHT OF THE CONFIDENTIAL INFORMATION HE
POSSESSES, (III) IS ABLE TO BEAR THE RISKS ATTENDANT TO THE TRANSACTIONS
CONTEMPLATED HEREBY, AND (IV) IS DEALING WITH THE PURCHASER ON A PROFESSIONAL
ARMS'-LENGTH BASIS;
(F)
THE SELLER ACKNOWLEDGES THAT (I) HE HAS
HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT WITH HIS OWN LEGAL COUNSEL AND ADVISORS AND HAS CONSULTED SUCH
ADVISORS WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREUNDER, (II) HE HAS NOT ENGAGED OR EMPLOYED ANY BROKER OR FINDER IN
CONNECTION WITH THE TRANSACTIONS REFERRED TO HEREIN, AND (III) THE SALE OF THE
UNITS HAS BEEN PRIVATELY NEGOTIATED BY THE SELLER AND THE PURCHASER;
(G)
EXCEPT FOR ANY STATEMENTS OR REPRESENTATIONS
OF THE PURCHASER MADE IN THIS AGREEMENT, THE SELLER ACKNOWLEDGES THAT
(I) NEITHER THE PURCHASER NOR ANY PERSON AFFILIATED WITH THE PURCHASER OR THE
COMPANY HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
REGARDING ANY ASPECT OF THE TRANSACTION, AND (II) THE SELLER IS NOT RELYING ON,