AGREEMENT
To Potential Investors in Starwood Sponsored Funds:
No document in this data site (including any private placement memorandum) shall constitute an offer to any person that is subject to the Bank Holding Company Act of 1956, as amended (the “BHC Act”), except to the extent the acquisition or retention of interests by such person would be permitted under the BHC Act.
To Limited Partners and Potential Limited Partners of the Partnership[1]:
By delivering such consent, you acknowledge the Partnership’s right to deliver Schedules K-1 electronically and the following:
1. If you choose not to consent to electronic delivery or if you subsequently revoke your consent to electronic delivery, paper copies of Schedules K-1 will be furnished to you through mail or hand delivery.
2. This consent applies to the current and all subsequent years’ Schedules K-1 issued to you by the Partnership until you revoke consent.
3. You are entitled to receive paper Schedules K-1 upon request notwithstanding your consent to electronic delivery. The Partnership will NOT treat your request for a paper Schedule K-1 as a withdrawal of consent to electronic delivery. If you wish to withdraw consent to electronic delivery, you must do so affirmatively.
4. You may withdraw consent to electronic delivery by contacting Amy Dulski, 591 West Putnam Avenue Greenwich, CT 06830, (203) 422-7766, and adulski@starwood.com. The withdrawal of consent will be effective within sixty (60) days of receipt by the Partnership and will be confirmed in writing by the Partnership. A withdrawal of consent to electronic delivery does not apply to a Schedule K-1 that was furnished electronically before the withdrawal takes effect.
5. You can contact Amy Dulski, 591 West Putnam Avenue Greenwich, CT 06830, (203) 422-7766, and adulski@starwood.com to communicate any changes in your contact information. The Partnership will email you or post information on its website if the contact information for the Partnership changes.
6. The Partnership will cease furnishing Schedules K-1 (electronically or otherwise) beginning with the year after the year in which you cease to be a limited partner of the Partnership for any reason.
7. The Schedules K-1 will be posted on a secure website in Adobe Acrobat format.
8. You may download a free copy of Adobe Acrobat Reader, which will allow you to view and print the Schedule K-1, by visiting http://get.adobe.com/reader. This page contains information about the system requirements needed to use the software.
9. The Schedule K-1 may be required to be printed and attached to a Federal, State, or local income tax return.
10. Each Schedule K-1 will be accessible through the Partnership’s website for twelve months following the end of the Partnership’s tax year to which the Schedule K-1 relates, or six months after the date of issuance of the Schedule K-1 (or amended Schedule K-1), whichever is later.
To All Who Access the Website:
In consideration of your being provided with access, for any reason whatsoever, to our website (the "Website"), by checking the "We Agree" box, you hereby covenant and expressly agree as follows: You have requested that Starwood Capital Group Global II, L.P. and its affiliated entities ("Starwood") furnish to You the Evaluation Material, as defined below. You acknowledge and agree that the Evaluation Material may or may not be contained on the Website. "Evaluation Material" shall mean any information furnished by Starwood or its Related Parties, which shall include, without limitation, various papers, documents, financial statements, projections of income and cash flow, information about future or potential transactions, and other materials, regarding, among other things, its funds, investments, employees, strategies, plans or otherwise (collectively "Evaluation Material"). We are prepared to furnish the Evaluation Material to You only on the conditions that You agree to treat the Evaluation Material strictly confidentially as hereinafter provided and You agree to use the Evaluation Material only in connection with your involvement, as an investor, potential investor or otherwise, with Starwood. Therefore, as a prerequisite to our furnishing the Evaluation Material to You, You expressly hereby agree as follows:
1. None of the Evaluation Material furnished to You will be used by You in any way which is detrimental to Starwood or any entity to whom Starwood owes confidentiality obligations for any purpose other than for the sole purpose of Your involvement with Starwood. Therefore, You agree to keep all Evaluation Material (other than information which is a matter of public knowledge or is provided in other sources readily available to the public) strictly confidential; provided, however, that any of such Evaluation Material may be disclosed to "Related Parties" who, in your reasonable judgment, need to know such information for the purpose of assisting You in reviewing the Evaluation Material. You shall inform such Related Parties of the confidential nature of such information and shall direct them to treat such information with strict confidence. The term "Related Parties" shall mean solely your employees, directors and officers. You agree to be responsible and liable for, pursuant to the terms hereof, any violation by You (or by your Related Parties) of the covenants and confidentiality provisions set forth herein. The term "Starwood Affiliates" means any person (or persons) or entity (entities) which controls, is controlled by or is under common control with any party comprising of Starwood.
2. You will not make any of the Evaluation Material available, or disclose any of the contents or the existence (constructively or otherwise) of the Evaluation Material, to any person other than to such persons as permitted by the preceding paragraph, unless (i) such person has been identified in writing to Starwood, (ii) Starwood has approved, in writing, the furnishing of the Evaluation Material or such disclosure to such person, and (iii) such person has entered into a Confidentiality Agreement with Starwood which contains provisions substantially the same as the provisions of this Agreement. The term "person" as used in this agreement shall be interpreted broadly to include, without limitation, any corporation, company, partnership or individual.
3. You will promptly upon the request of Starwood return to Starwood all Evaluation Material furnished to You by Starwood, whether furnished before or after the date of this letter, without retaining copies thereof.
4. You understand and acknowledge that Starwood is not making any representation and warranty as to the accuracy or completeness of any Evaluation Material posted, or available, on (or through) the Website. Starwood expressly disclaims any and all liability for representations or warranties, express or implied, contained in the Evaluation Material or omissions from the Evaluation Material, or in any other written or oral communications transmitted or made available to You. You agree that Starwood shall not have any liability to You or any of your representatives or Related Parties resulting from the use of the Evaluation Material by You or them.
5. This agreement shall be given effect and construed by application of the laws of the State of Connecticut. (without regard to the principles thereof governing conflict of laws), and any action or proceeding arising hereunder shall only be brought in the courts of the State of Connecticut or in a United States District Court sitting in the State of Connecticut.
6. Any and all Evaluation Material (which includes information on the Website) is for information purposes only and does not constitute an offer to buy or sell or the solicitation of any offer to buy or sell any security or instrument. Such an offering, if made, will only be made pursuant to a definitive offering memorandum. All sales of interests in any fund will be made through an affiliated entity, Starwood Capital, L.L.C., a registered broker dealer. Prospective investors are urged to request any additional information they may consider necessary or desirable in making an informed investment decision. All economic projections if any, contained in the Evaluation Material, including, but without limitation, projections as to whole dollar profits and IRR's that Starwood anticipates will be recognized on any current, past or future investments are estimates only based on the information available as of the last date of the prior calendar quarter. Such estimates are not guarantees of performance, are subject to change at any time and are nothing more than good faith estimates as of such date which, accordingly, merit limited reliance, if any. There can be no assurance that the investment actually will achieve the estimated returns upon final liquidation thereof. No party should assume that the investment will perform in any manner similar to investments which Starwood and its affiliates have previously sponsored or in which they have previously participated.
ACCESS TO DATA ROOM
IF YOU DO NOT WISH TO BE A RECIPIENT OF THE INFORMATION CONTAINED IN THE DATA ROOM AND THEREBY BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY NAVIGATE AWAY FROM THIS WEBSITE.
YOUR PASSWORD IS INDIVIDUAL TO YOU, AND MAY NOT BE SHARED WITH ANYONE ELSE. FOR ADDITIONAL PASSWORDS, PLEASE CONTACT STARWOOD. PLEASE NOTE THAT STARWOOD RESERVES THE RIGHT TO DEACTIVATE YOUR ACCOUNT FROM THIS DATA ROOM.
If You are in agreement with the foregoing, please check the box entitled "We Agree", which will designate your irrevocable agreement with all of the above.
[1] The term “Partnership” refers to the partnerships formed for investment purposes that are sponsored by Starwood Capital Group.