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Access to the Site must be strictly limited under applicable law. ALPHATATIVE provides access to the Site only to persons whom we believe to be qualified, based on representations made in this agreement, our prior relationship and/or on other relevant information. By acknowledging your agreement below, you confirm that you are an “accredited investor” under the U.S. Securities Act of 1933 or a “qualified purchaser” under the U.S. Investment Company Act of 1940. In general, this requires that each Investor is one of the following: 1. A natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million (excluding the value of the primary residence). 2. A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year. 3. A bank, insurance company, registered investment company, business development company, or small business investment company. 4. An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million. 5. A charitable organization, corporation, or partnership with assets exceeding $5 million. 6. A business in which all the equity owners are accredited investors. 7. A trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes. 8. A director, executive officer, or general partner of the company selling the securities. Acknowledgements You acknowledge and agree as follows: I. You have accessed and will access the Site at your own initiative and you are responsible for compliance with any local laws or regulations related to visiting the Site or accessing any information contained on the Site; II. The material on the Site is provided for your information only and should not be construed as any kind of recommendation or advice; III. We have not and are not soliciting any action based upon the material contained on the Site; IV. The material on the Site is not, and shall not be considered to be, an offer to sell or a solicitation of an offer to buy any product, security or service; V. No security or product is offered or will be sold in any jurisdiction in which such offer or sale would be unlawful under the securities or other laws of such jurisdiction; VI. Our investment programs involve substantial risk, including the risk of complete loss, and there can be no assurance that our investment objectives will be achieved; and VII. Past performance is not an indication of future performance. Terms of Use In addition to the terms and conditions set forth in this agreement, you specifically acknowledge and agree that each time you visit the Site you agree to be bound by the Terms of Use posted on the Site at the time of your visit. The Terms of Use are accessible on the Site by clicking the link labeled “Legal – Terms of Use” located at the bottom of each webpage of the Site. Please read the Terms of Use carefully before clicking “Register” below and before accessing the Site. If you do not agree to the Terms of Use, you may not access or use the Site. We may change, modify, add or remove portions of the Terms of Use at any time at our discretion and without providing any notice to you. Any such changes are effective and binding on you immediately. As a result, you should review the Terms of Use periodically for changes. We may terminate your access to the Site at any time in our sole discretion. Confidentiality I. Material on the Site, together with any other written or oral information provided to you by ALPHATATIVE that is confidential, proprietary or otherwise not generally available to the public, constitutes “Confidential Information” hereunder. You will not disclose or distribute any Confidential Information to any Person other than to your employees, advisors and agents and those of your client Investors (if applicable) who need to know the Confidential Information in connection with evaluating or monitoring an investment with us (collectively, your “Agents”). Neither you nor your Agents or affiliates will use the Confidential Information for any purpose except to evaluate or monitor an investment with us. As used herein, “Person” means any individual, corporation, partnership, government department or agency or other entity. II. You specifically acknowledge that your user name and password will constitute “Confidential Information” hereunder. ALPHATATIVE is committed to protecting its Confidential Information in order to preserve its value to our investors and to comply with applicable legal requirements. Sharing your user name or password with individuals outside your organization violates this Agreement and our trust. As a precaution, we intend to regularly review the internet domain names and IP addresses of visitors to the Site and to compare this information to the associated user names and passwords. III. Confidential Information does not include information that (i) is generally available to the public, other than as a result of unauthorized disclosure by you or your Agents or affiliates, (ii) was known to you prior to your receipt of such information from ALPHATATIVE, (iii) becomes available to you from a third party who, to the best of your knowledge, following due inquiry, is not under any contractual, fiduciary or legal obligation not to disclose such information or (iv) is independently developed by you without use of the Confidential Information. Confidential Information includes any analyses, compilations, studies or other documents prepared by you or your Agents that contain or otherwise reflect Confidential Information furnished by ALPHATATIVE. IV. Notwithstanding the foregoing, you may disclose or retain Confidential Information if such disclosure or retention is (i) required by a regulatory body having jurisdiction over you; (ii) required in order to comply with applicable law or legal or regulatory process; or (iii) approved by ALPHATATIVE in advance. V. Before disclosing Confidential Information pursuant to the preceding paragraph, you will, unless legally prohibited from doing so, or unless not reasonably practicable to do so, (i) notify ALPHATATIVE of your intention to disclose Confidential Information and the reasons for such disclosure; (ii) consult with ALPHATATIVE on the advisability of taking steps to resist or narrow the requested disclosure; and (iii) if disclosure is required, cooperate with ALPHATATIVE (at ALPHATATIVE’s expense) in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of the Confidential Information. VI. Your obligations under this agreement apply to you, your Agents and any affiliate of yours or your Agents that receives Confidential Information. You are responsible for taking appropriate action (by instructions, agreement or otherwise) to require your Agents and such affiliates to satisfy such obligations, and you will be responsible and liable for any breach of this agreement by your Agents or such affiliates. VII. All Confidential Information will remain the property of ALPHATATIVE. Nothing contained in this agreement should be construed as granting or conferring any rights, by license or otherwise, in the Confidential Information, except as expressly set forth herein. At ALPHATATIVE’s request, except where it may conflict with federal or state record retention rules governing investment advisors, you and your Agents will immediately return to ALPHATATIVE or destroy all copies of the Confidential Information, but the return or destruction of such Confidential Information will not relieve you or your Agents of any other obligations under this agreement. Obligation to Update Information You covenant and agree to notify us promptly in writing if there is any change with respect to any of the information provided or representations made in this agreement and to provide us with such further information with respect to such change as we may reasonably require. Governing Law THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA AND THE STATE OF OHIO WITHOUT REGARD TO ITS RULES ON CONFLICTS OF LAW. Miscellaneous You acknowledge and agree that, in the event of a breach or threatened breach of this agreement ALPHATATIVE may have no adequate remedy in money damages and, accordingly, will be entitled to an injunction against such breach, in addition to any other legal or equitable remedies available to it. If ALPHATATIVE prevails in any action to enforce your obligations under this agreement, you agree to reimburse ALPHATATIVE for all costs and expenses reasonably incurred by it in connection therewith, including without limitation reasonable attorneys’ fees and expenses. No modification of this agreement will be effective unless in writing and signed by you and ALPHATATIVE. No waiver of any provision of this agreement will be effective unless signed by the waiving party. This agreement is the entire agreement between us with respect to nondisclosure of confidential information and supersedes all prior representations and agreements between us on that subject.



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