Page 9 of 14 – SEC Filing
2.2.
Authorization; Enforceability.
(a)
This Agreement has been duly authorized by all necessary limited liability company action on the part of the Seller, and the Seller
has received all necessary authorization by certain funds or accounts managed by the Seller (each, a “Holder”)
to enter into this Agreement, sell the Shares to the Buyer and to make representations and warranties on behalf of each Holder
as set forth herein.
(b)
This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the
Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights
generally and general principles of equity.
2.3
Title to Shares. Seller or, as applicable, each Holder is the sole legal and beneficial owner of the Shares and has good,
valid and marketable title to the Shares free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage,
option, equity or other adverse claim (other than general pledge agreements that may be applicable in connection with prime brokerage
or similar arrangements entered into by the Seller, which shall not restrict obligations of the Seller under this Agreement, including,
but not limited to, selling the Shares to the Buyer in accordance with this Agreement), and has not (a) assigned, transferred,
hypothecated, pledged or otherwise disposed of the Shares or its ownership rights in the Shares, or (b) given any person
or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Shares.
The Shares constitute all of the shares of Common Stock of the Company owned by or under the control
of the Seller or owned by the Holders.
2.4 Sophistication
of the Seller; Access to Information.
(a) The
Seller has such knowledge and experience in financial and business matters and in making investment decisions of this type that
it is capable of evaluating the merits and risks of making its investment decision regarding the Transaction and of making an
informed investment decision as to whether and on what terms to sell the Shares.
(b) The
Seller has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the
Buyer concerning the Shares and the Company, including the business, properties, prospects and financial condition of the Company,
and all such questions have been answered to the Seller’s full satisfaction. The Seller has received all of the information
that the Seller considers necessary or appropriate for deciding whether and on what terms to sell the Shares. In particular, the
Seller acknowledges that the Buyer, as an affiliate of the manager and adviser of the Company, may be in possession of information
regarding the Company that is not known to the Seller and could be material to a decision by the Seller to enter into this Agreement,
and the Seller has made its own analysis and determined to enter into this Agreement and consummate the Transaction notwithstanding
the foregoing. The Seller, on behalf of itself and each Holder, hereby (to the extent permitted by law) waives and releases any
claims it or any Holder may have against the Buyer under applicable law or otherwise with respect to the nondisclosure to Seller
of any material information known by the Buyer with respect to the Company.
2.5
Tax Matters. The Seller has had an opportunity to review with the Seller’s tax advisers the federal, state, local
and foreign tax consequences of the Transaction. The Seller is relying solely on such advisers and not on any statements or representations
of the Buyer or any of its agents with respect to tax matters.
