REGISTRATION FORM & CONFIDENTIALITY AGREEMENT
THIS REGISTRATION FORM AND CONFIDENTIALITY AGREEMENT (the “Agreement”) is made to and for the benefit of OXFORD UAF, LLC, a Michigan limited liability company (the “Disclosing Party”). We are providing certain materials to you regarding the Oxford Unit Acquisition Fund. We are providing it to you with the understanding that you will hold these materials in strictest confidence and not release the same to any third parties without our consent.
1. Evaluation Material. The Receiving Party has requested the Private Placement Memorandum (the “Evaluation Material”) from the Disclosing Party. As a condition to the Evaluation Material being furnished to the Receiving Party, its partners, attorneys, accountants, bankers, and financial advisors (collectively, “Representatives”), the Receiving Party agrees to receive and treat the Evaluation Material in accordance with the provisions of this Agreement.
2. Non-Disclosure of Evaluation Material. The Receiving Party and its Representatives shall use the Evaluation Material solely for the purpose of evaluating the Disclosing Party for purposes of acquiring an interest in the same. The Receiving Party shall keep the Evaluation Material confidential and shall not reproduce or disclose any of the Evaluation Material in any manner whatsoever; provided, however, that the Receiving Party may make disclosure of information contained in the Evaluation Material to the Receiving Party’s Representatives who need to know that information for the purpose of, but only to the extent necessary for, evaluating the Disclosing Party and who agree in writing to keep that information confidential in accordance with the terms of this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives. The Receiving Party recognizes and acknowledges the confidential nature of the Evaluation Material and the damage that could result to the Disclosing Party if the Evaluation Material is disclosed to a third party, or such of the Receiving Party’s employees or other professionals who have no need to know the Evaluation Material. Without the prior written consent of the Disclosing Party, or unless required by law, neither the Receiving Party nor its Representatives shall disclose to any other person that it has received the Evaluation Material.
3. Return of Evaluation Material. Promptly upon the request of the Disclosing Party, the Receiving Party will return all copies of the Evaluation Material to the Disclosing Party.
4. Remedies. The Disclosing Party, in addition to any other remedy to which it may be entitled by law or in equity, shall be entitled to an injunction to prevent breaches of this Agreement, and to an order compelling specific performance of this Agreement. The Receiving Party shall reimburse the Disclosing Party for all costs and expenses, including reasonable attorneys’ fees, incurred by the Disclosing Party if it successfully enforces the obligations of the Receiving Party and its Representatives hereunder.
5. Miscellaneous. This Agreement represents the entire understanding and agreement of the Receiving Party and may not be modified or waived except in writing. No failure or delay by the Disclosing Party 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 right, power, or privilege hereunder. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan. This Agreement shall expire on the earlier of (i) the Receiving Party’s acquisition of a share of the Disclosing Party or (ii) five years from the date hereof. The captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.