Confidentiality Agreement & Statement of Accredited Investor Status
As a condition to being granted access to the JMA Opportunity Fund, LP (the “Fund”) materials, the undersigned hereby agrees to the terms of this Confidentiality Agreement & Statement of Accredited Investors Status (this “Agreement”), on the date indicated below.
1. Accredited Investor Status. By executing this agreement you hereby certify that you are an accredited investor and are permitted to invest in securities not registered with financial authorities because you satisfy one of the requirements set forth in the securities laws of the United States regarding income, net worth, asset size, governance status or professional experience. By signing you hereby represent that you have either: (i) an individual net worth, or that you and your spouse have a combined net worth, in excess of $1,000,000; or (ii) an annual income of more than $200,000, or $300,000 for joint income, for the last two years with expectation of earning the same or higher income in the coming year.
2. Confidential Information. The term “Confidential Information” means any and all documents, data or information provided to you related to the Fund, the Manager, their affiliates, and their respective directors, officers, employees, agents and representatives, as such information is contained in any materials provided to you, except for information which is already publicly available; provided that such publicly available information was not made publicly available by the undersigned, an affiliate or employee of the undersigned. The Confidential Information is the exclusive property of JMA Opportunity Fund GP, LLC (the “Manager”).
3. Non-Disclosure. By executing this Agreement, you agree to hold the Confidential Information in strictest confidence and agree not to use any Confidential Information except to evaluate a potential transaction involving the Manager, and agree not to disclose or publish any Confidential Information to any person unless an officer of the Manager expressly authorizes such in writing. You acknowledge that your duty of non-disclosure includes holding Confidential Information in the strictest confidence from all other employees of your company, other than those who need to know such information in order to evaluate the potential transaction with the Manager and who agree to keep such Confidential Information strictly confidential according to the terms of this Agreement.
4. Protective Order. By executing this Agreement, you agree that in the event that you are compelled by any legal process to disclose any Confidential Information, you will provide the Manager with prompt written notice of such request, so that the Manager may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.
5. Additional Obligations. To the extent you have entered into any separate non-disclosure agreement with the Manager, you acknowledge that the foregoing confidentiality obligations in this Agreement are in addition to the terms and conditions contained in any other such agreement, and this Agreement does not modify, supersede or limit any such obligations. Accordingly, to the extent any other non-disclosure agreement exists, all Confidential Information shall be deemed "Confidential Information” (or such other comparable defined term as may be used in the non-disclosure agreement) of the Manager for purposes of such agreement.
6. Informational Purposes. By executing this Agreement, you understand and acknowledge that the Confidential Information is for informational purposes only and is not intended to provide, and should not be relied upon for, accounting, legal, or tax advice. You agree that you should consult your own tax, legal, accounting advisors before engaging in any transaction involving the Manager or the Fund, or any of their respective affiliates. The Confidential Information may not be reproduced or redistributed in any manner and are strictly confidential. Certain information contained in the Confidential Information may have been obtained from published sources and/or third parties and has not been independently verified by the Manager. Although the information in the Confidential Information is believed to be reliable, none of the Manager, the Fund nor any of their affiliates assumes any responsibility for the accuracy of such third-party information.
7. Information Provided is Estimated and Subject to Risk Factors of the Fund’s Private Placement Memorandum. The Confidential Information contains information that reflects estimates only, and should not be relied upon by investors for financial planning. All estimates and projections in the Confidential Information, actual and implied, are subject to the Risk Factors set forth in the JMA Opportunity Fund Private Placement Memorandum, execution of which is required by every partner of the Fund.
8. Qualified Opportunity Zones. The Confidential Information contains references and information related to certain tax statutes, including H.R.1. and IRC Secs. 1400Z-1, 1400Z-2, which were enacted in recent months and are subject to further guidance from the Secretary of the Treasury and Commissioner of the Internal Revenue Service. Such information in the Confidential Information is based on legislative guidance available on December 17, 2018, which is subject to change. Neither the creator of the Confidential Information, nor the Manager or Fund, will update you regarding any changes to any statute or guidance referenced or relied upon in the Confidential Information. Therefore, you hereby agree to consult legal counsel regarding any and all references to any statutes in the Confidential Information prior to making any investment related to such statute.
9. Choice of Law and Forum. THIS AGREEMENT AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF) AND, WITHOUT LIMITATION THEREOF. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER OR RELATED HERETO.
10. Jurisdiction. The undersigned hereby irrevocably consents and agrees that any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may shall be brought in the courts of the State of Delaware or the U.S. federal courts for the State of Delaware, and, by execution and delivery of this Agreement, the undersigned hereby submits to and accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any appeal thereof. The undersigned further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof. The undersigned hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall affect the right of the Manager or Fund to serve process in any other manner permitted by law or to commence legal actions or proceedings or otherwise proceed against the undersigned in any other jurisdiction.
The undersigned hereby acknowledges and agrees to the terms of this Agreement on the date set forth below.