ACCEPTANCE OF TERMS

This site (“Site”) is owned and operated by Paine Schwartz Partners, LLC (“Paine Schwartz Partners”). Services on this Site are currently provided to you free of charge, “as is” without express or implied warranties of any kind, and subject to all applicable laws and regulations and the following terms of use (the “Agreement”).

Please read this Agreement carefully and in its entirety before using this Site. This Agreement sets forth the terms and conditions that apply to your use of this Site, any content, material, features or functionality from this Site as well as any other product or service offered by Paine Schwartz Partners for use or sale (collectively the “Materials”). If you do not agree with any provision of this Agreement do not use this Site. Your use of this Site constitutes your full and complete acceptance of the terms and conditions of this Agreement.

ADDITIONAL TERMS

When using particular services available on the Site, you shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into this Agreement. Paine Schwartz Partners reserves the right, in its sole discretion, to modify, alter or otherwise change this Agreement at any time. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you. Your continued use of the Site following the posting of any revised Agreement means that you accept and agree to the revisions.

ACCESSING THE WEBSITE AND ACCOUNT SECURITY

We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for making all arrangements necessary for you to have access to the Website.

You are responsible for ensuring that all persons who access the Website through your internet connection are aware of this Agreement, and that they comply with them.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. If you choose, or you are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. You agree to immediately notify Paine Schwartz Partners of any unauthorized use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user identification code or password, whether chosen by you or provided by us, at any time, including if in our opinion, you have failed to comply with any provision of this Agreement.

COPYRIGHTS & TRADEMARKS

All Materials, including without limitation text, graphics, logos, button icons, images, audio clips, video clips, software, copyrighted materials, trademarks, service marks and/or other proprietary information included or displayed on the Site are owned by Paine Schwartz Partners or its content providers that have licensed to Paine Schwartz Partners the right to use the Materials. In addition, all the Materials of the Site are copyrighted as a collective work under the United States copyright laws and/or similar laws of other jurisdictions, and Paine Schwartz Partners owns a copyright in the selection, coordination, arrangement and enhancement of such Materials. You agree that the reproduction, modification, distribution, transmission, republication, display, performance or storage of the Materials without the express prior written permission of Paine Schwartz Partners is strictly prohibited. Violations may result in civil and criminal penalties.

USE OF SITE

This Site and the Materials may not be reproduced, duplicated, copied, sold, resold, uploaded, posted, transmitted, distributed or otherwise used or exploited in any way without the express prior written permission of Paine Schwartz Partners. You agree and acknowledge that you shall not acquire any ownership rights by downloading the Materials from the Site. You may download one copy of the Materials on any single computer for your personal, noncommercial home use only (provided you keep intact all copyright, trademark and other proprietary notices), but modification of the Materials or use of the Materials for any other purpose is a violation of Paine Schwartz Partners’ and possibly other third parties’ copyright and other proprietary rights. You further agree to use the Materials and the Site only for purposes which are lawful in every sovereign jurisdiction and all subdivisions thereof, and agree not to use the Materials, or any element of portion thereof for any commercial purpose whatsoever. Paine Schwartz Partners and its affiliates reserve the right to refuse service, including, without limitation, if Paine Schwartz Partners believes that customer conduct violates applicable law or is harmful to the interest of Paine Schwartz Partners and its affiliates. Additionally, you agree not to use the Site in any manner that could disable, overburden, damage or impair the Site or interfere with any other party’s use of the Site, or engage in hacking or other malicious interference.

If you violate any provision of this Agreement, your permission to use the Materials automatically terminates, and you must immediately destroy any copy you may have of any of the Materials.

CONFIDENTIALITY

All information available through the password-protected area of the Site is confidential and proprietary to the Firm. This includes all investment information and results, offering materials, financial statements and other information provided through this part of the Site. You agree to use your best efforts to keep all this information strictly confidential. You will not disclose any of this information to any person or use it for any purpose other than those strictly permitted by the Firm in writing.

ACCURACY OF INFORMATION

While Paine Schwartz Partners uses its best efforts to include accurate and up to date Materials on this Site, Paine Schwartz Partners makes no warranties or representations as to the accuracy of any Materials and assumes no liability or responsibility for any errors or omissions in the content of the Site (in each case except to the extent of the standards imposed on any Required Communications by the applicable law, regulation or agreements pursuant to which they are required). Paine Schwartz Partners also assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any visitor communication or personalization settings.

MARKET INFORMATION

We may make available to you through one or more Paine Schwartz Partners services a broad range of financial information that we obtain from third party content providers. This includes financial market data, quotes, news, analyst opinions, and research reports. Collectively, we refer to this as “Market Information.” Paine Schwartz Partners does not endorse or approve the Market Information, and we make it available to you only as a service and convenience. Paine Schwartz Partners and our third party providers do not (1) guarantee the accuracy, timeliness, completeness or correct sequencing content of the Market Information, or (2) warrant any results from your use or reliance on the Market Information. Market Information may be unreliable when posted or may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither Paine Schwartz Partners nor the third party providers are obligated to update any information or opinions contained in any Market Information, and we may discontinue offering Market Information at any time without notice. You agree that neither Paine Schwartz Partners nor the third party providers will be liable in any way for the termination, interruption, delay, or inaccuracy of any Market Information. You agree not to redistribute or facilitate the redistribution of Market Information, nor to provide access to Market Information to anyone who is not authorized by Paine Schwartz Partners to receive Market Information. If you are a securities broker, dealer, banker, or investment advisor, you agree not to use the Market Information provided by Paine Schwartz Partners for any purpose related to your business.

NO INVESTMENT ADVICE OR RECOMMENDATIONS; NO OFFER OR SOLICITATION

Any services or Materials (including Market Information) provided by Paine Schwartz Partners through this Site are for informational purposes only. Although the Market Information may provide information relating to investment approaches and opportunities to buy or sell securities, you should not construe any Market Information or other content available through this Site as legal, tax, investment, financial or other advice. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any services or Material provided by Paine Schwartz Partners through this Site.

Nothing contained in any Materials on this Site constitutes a solicitation, recommendation, endorsement, or offer by Paine Schwartz Partners or a third party provider to buy or sell any securities or other financial instruments. An offer or solicitation will be made only through a final private placement memorandum, subscription agreement and other related documents with respect to a particular investment opportunity and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor.

PAST PERFORMANCE

Any performance data on this Site are an indication of past performance. Past performance is not indicative of future results; and no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.

LINKS

Visitors should be aware that when they are on this Site, they could be directed to other sites that are beyond Paine Schwartz Partners’ control. There are links to other sites from Paine Schwartz Partners pages that take them outside our service. These other sites may send their own cookies to visitors, collect data, or solicit personal information. Paine Schwartz Partners makes no representations whatsoever concerning the content of those sites. The fact the Paine Schwartz Partners has provided a link to a site is not an endorsement, authorization, sponsorship or affiliation with respect to such site, its owners or its providers. There are risks in using any information, software, or products found on the Internet, and Paine Schwartz Partners cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold Paine Schwartz Partners liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites.

Visitors should keep in mind that whenever they give out personal information online — for example, via message boards or chat — that information can be collected and used by people visitors do not know. Paine Schwartz Partners cannot guarantee the security of any information visitors disclose online, and visitors do so at their own risk. Paine Schwartz Partners bears no responsibility for any action or policies of any third parties who collect any information visitors may disclose on any public Forum on this Web site.

USE OF COOKIES

Cookies are pieces of information that a Web site transfers to an individual’s hard drive for record-keeping purposes. Cookies make Web-surfing easier for the visitor by saving the visitor’s preferences while the visitor is at Paine Schwartz Partners’ sites. Paine Schwartz Partners never saves passwords or credit card information in cookies.

By showing how and when visitors use a site, cookies help Paine Schwartz Partners see which areas are popular and which are not. Many improvements and updates to the Site are based on such data as total number of visitors and pages viewed. This information is most easily tracked with cookies. Paine Schwartz Partners uses the information from cookies to provide services better tailored to Site visitors’ needs. Most browsers are initially set up to accept cookies. You can reset your browser to refuse all cookies or indicate when a cookie is being sent.

USE OF IP ADDRESSES

An IP address is a number that is automatically assigned to your computer whenever you are surfing the Web. Web servers — the computers that “serve up” Web pages — automatically identify your computer by its IP address.

Paine Schwartz Partners may collect IP addresses for the purposes of system administration, to report aggregate information to our advertisers, and to audit the use of our Site. When visitors request pages from Paine Schwartz Partners sites, our servers log the visitors’ IP addresses. Paine Schwartz Partners does not normally link IP addresses to anything personally identifiable, which means that a visitor’s session will be logged, but the visitor will remain anonymous to us. Paine Schwartz Partners can and will use IP addresses to identify a visitor when Paine Schwartz Partners feel it is necessary to enforce compliance with our house rules or terms of service or to protect our service, Site, customers, or others. For instance, Paine Schwartz Partners may disclose visitor information in special cases when Paine Schwartz Partners has reason to believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Paine Schwartz Partners’ rights or property, the Site, other Site visitors, or anyone else that could be harmed by such activities. Paine Schwartz Partners also may disclose visitor information when Paine Schwartz Partners believes that the law requires it. Please review each service prior to use and only use those that disclose information you are comfortable with sharing.

SECURITY

No data transmission over the Internet can be guaranteed to be 100% secure. As a result, while Paine Schwartz Partners strives to protect visitors’ personal information, Paine Schwartz Partners cannot ensure or warrant the security of any information visitors transmit to Paine Schwartz Partners or from Paine Schwartz Partners’ online products or services, and visitors do so at their own risk.

DISCLAIMERS AND LIMITATIONS ON LIABILITY

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PAINE SCHWARTZ PARTNERS NOR ANY PERSON ASSOCIATED WITH PAINE SCHWARTZ PARTNERS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER PAINE SCHWARTZ PARTNERS NOR ANY PERSON ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. PAINE SCHWARTZ PARTNERS IS NOT RESPONSIBLE OR LIABLE FOR ANY INFECTIONS OR CONTAMINATION OF YOUR SYSTEM OR DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISING OUT OF YOUR USE OF THIS SITE OR WITH RESPECT TO THE MATERIALS CONTAINED ON THIS SITE. YOU AGREE TO BE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED FOR ACCESS TO AND USE OF THIS SITE, AND YOU SHALL BE RESPONSIBLE FOR ALL CHARGES RELATED THERETO.

PAINE SCHWARTZ PARTNERS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL PAINE SCHWARTZ PARTNERS’ TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE. IN NO EVENT WILL PAINE SCHWARTZ PARTNERS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Paine Schwartz Partners, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of this Agreement or your use of the Site, including, without limitation, any use of the Site’s content, services and products other than as expressly authorized in this Agreement or your unauthorized use of any information obtained from the Site.

MISCELLANEOUS

This Site is controlled and operated by Paine Schwartz Partners from its offices in the State of California and New York, United States of America. Paine Schwartz Partners makes no representation or warranty that the Materials in this Site are legal, appropriate or available for use in other locations. Those who choose to access this Site from other jurisdictions do so at their own risk and are responsible for compliance with any and all local laws, if and to the extent local laws are applicable. No software from this Site may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions. Paine Schwartz Partners has the right at any time to modify, change, add to, discontinue or alter in any manner any aspect of this Site including, without limitation, the Materials and this Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous written or oral agreements between the parties hereto with respect to such subject matter. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement. This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by discontinuing your use of the Site and destroying all Materials obtained from it. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule, whether of the State of New York or any other jurisdiction. Any legal suit, action or proceeding arising out of, or related to, this Agreement or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in New York County. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. If any provision of this agreement is void or unenforceable in whole or in part, the remaining provisions of this Agreement shall not be affected thereby.