YOUR USE OF THIS SITE CONSTITUTES YOUR IRREVOCABLE ACCEPTANCE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE. DO NOT USE THE SITE IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.

Welcome to 2by2 Capital’s website (the “Site”). Any reference to “2by2 Capital, LLC” “2by2 Capital” “we,” “us” or “our” below shall be construed to mean 2by2 Capital, LLC. The Site and the data, information, products, materials, services and other content available on or through the Site (collectively, the “Content”) is proprietary to 2by2 Capital, its affiliates, vendors and service providers, any persons specifically authorized by these parties and other third parties and is protected by copyright, trade secret and other related proprietary rights, including U.S. and international copyright and trademark laws and treaties.

You agree to not copy, publish, disclose or otherwise distribute the information contained herein to third parties without receiving prior written consent from 2by2 Capital.

THE INFORMATION ON THIS SITE IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, AND ARE IN PARTICULAR NOT DIRECTED TO, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE PROHIBITED OR CONTRARY TO ANY LAW OR REGULATION OR WOULD OBLIGATE US TO COMPLY WITH ANY ADDITIONAL LAW, REGULATION, REGISTRATION OR SIMILAR REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY. PERSONS IN RESPECT OF WHOM SUCH PROHIBITIONS APPLY MAY NOT ACCESS THIS SITE.

Users must represent that they meet certain qualifications including that they are “accredited investors” as that term is defined under Regulation D under the Securities Act of 1933 OR that they are acting on behalf of a “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act of 1933.

I. TERMS AND CONDITIONS

By accessing, viewing or using the Content you indicate that you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract and equally binding, and that you accept these Terms of Use and agree to be legally bound by them.

The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Site constitutes your agreement to and understanding of all such terms, conditions, and notices. We reserve the right to change the terms, conditions, and notices under which the Site and the information and services offered through the Site are offered without further notice to you.

While we use reasonable efforts to update the information on the Site, we make no representations or warranties as to the accuracy, reliability, timeliness or completeness of any information at the Site. Any Content at the Site is subject to change without notice. While the information contained on the Site has been obtained from sources believed reliable, neither we nor any information provider that we use guarantee that the information on the Site is accurate, timely, valid or complete or make any warranties, express or implied, with regard to the results that have or may be obtained from its use.

II. LICENSE

The Site and the Content are provided by us to you as a service. In order to access and use the Site, you are granted a limited, nonexclusive, revocable and nontransferable license to use the Site conditioned on your continued compliance with these Terms and Conditions.

You may not modify, copy, distribute, broadcast, transmit, display, reproduce, publish, license, create derivative works from, transfer, sell or otherwise use, in any medium, any information, products, services or material obtained from or through the Site, except you may, for your sole personal use and information, access, use and store the Content or any portion thereof solely for your own personal, and not commercial, purposes. Any personal copy of the information contained on this Site shall retain all copyright and other such notices. As a further condition of use of the Site, you warrant to us that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use and you will comply with any applicable local, state, national, or international laws or regulations when using the Site.

Nothing at the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any image, trademark, logo or service mark at the Site. No act of downloading, storing, accessing, using, or otherwise copying from the Site will transfer title to any software or material at the Site to you. We reserve all rights with respect to copyright and trademark ownership of all material at the Site, and will enforce such rights to the full extent of the law.

III. USE OF SITE

The information on the Site is intended for informational purposes only. We do not provide recommendations, investment advice or any other advice to you or any other party through the Site, and no information or material at the Site is to be relied upon for the purpose of making or communicating investment or other decisions. Nothing on this Site is intended to be, nor should it be construed or used as, financial, legal, tax or investment advice, be an opinion of the appropriateness or suitability of any investment, or intended to be an offer, or the solicitation of any offer, to buy or sell any security, including an interest in any private investment fund managed by 2by2 Capital. No such offer or solicitation may be made prior to the delivery of appropriate offering documents to qualified investors. Before making any investment, an investor should thoroughly review the particular fund’s confidential offering documents with the investor’s financial, legal and tax advisor to determine whether an investment in such fund is suitable for the investor in light of the investor’s investment objectives, financial circumstances and tax situation.

The Content is as of the date(s) indicated and is not a complete description of any investment, strategy or other product or services offered by 2by2 Capital and is subject to the more complete disclosures and terms and conditions contained in a particular private investment fund’s offering documents. No warranty, express or implied, representation or guarantee is made as to the accuracy, validity, timeliness, completeness or suitability of the Content.

No representation is made that any investor or fund will or is likely to achieve its objectives, or that any investment strategy or risk management will be successful or that any investor of fund will or is likely to achieve results comparable to any shown or will make any profit or will be able to avoid incurring losses. Past performance is no guarantee of future results.

Any assumptions, assessments, statements or the like (“statements”) regarding future events or that are forward-looking constitute only subjective views, outlooks, estimations or intentions, are based upon the author’s or source’s expectations ,intentions or beliefs, should not be relied on, are subject to change due to a variety of factors, including fluctuating market conditions, and involve inherent risks and uncertainties, both general and specific, many of which cannot be predicted or quantified and are beyond 2by2 Capital’s control. Such risks and uncertainties include, without limitation, the adverse effect from a decline in the securities markets, a general downturn in the economy, competition from other companies, changes in governmental policy or regulation, inability to attract or retain key employees, or inability to implement our strategies. Future evidence and actual results could differ materially from those set forth in, contemplated by, or underlying these statements. In light of these risks and uncertainties, there can be no assurance and no representation is given that these statements are now or will prove to be accurate or complete in any way.

IV. PRIVACY POLICY

We consider your personal data to be private. All information collected in the course of your using the Site (including your qualification as a User of the Site) or otherwise, including any individual logging or click-stream data gathered in the course of navigating the Site, is strictly for internal purposes and will be kept confidential, subject to applicable law. We may capture and record information on our server logs from your browser when you interact and use the Site including your IP address, cookie information and the page(s) you request regarding your IP address generally for use in administering the Site, customizing the Content you see, fulfilling your requests for certain services and information, and contacting you. Cookies are alphanumeric identifiers that we may transfer to your computer hard drive through your Web browser to enable our systems to recognize that browser. Your IP address may be used to help identify you and your patterns and processes and to gather broad demographic and current interest information that we may then use for generic reports posted on the Site.

V. CONFIDENTIALITY ON INTERNET

Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While we have endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from the Site over the Internet cannot be guaranteed.

Accordingly, we are not responsible for the security of any information transmitted via the Internet or for the consequences of any reliance on such information. You assume the sole and complete risk for using the Site and must make your own determination as to these matters.

VI. SECURITY OF SITE

Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution. For your protection, we reserve the right to view, monitor, and record activity on the Site without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by appropriate governmental, regulatory and law enforcement organizations in connection with applicable law, including the investigation or prosecution of possible criminal activity on the Site. We will also comply with all lawful court orders and governmental, regulatory and law enforcement requests involving such information.

VII. LINKS TO OTHER SITES

We may permit users to have access, through hypertext or other computer links, from the Site to websites operated by persons other than us. In such cases, such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such websites’ owners. You agree that we are not responsible for the content or operation of such websites, and that we shall have no liability to you or any other person or entity for the use of, or inability to use, any third party websites. A hyperlink from this Site to another website does not imply or mean that we endorse or approve the content on that website or the operator or operations of that website. You are solely responsible for determining the extent to which you may use or rely upon any content at any other websites to which you link from this Site. We are not responsible for the privacy practices or the content, security or policies, including privacy policies, of any other website that is linked or linking to the Site.

Accordingly, 2by2 Capital and its respective affiliates and each of their respective officers, directors, principals, members, partners, shareholders, employees, agents, advisors and representatives (collectively, “We and Our Affiliates” or as the context requires, “Us and Our Affiliates”) expressly disclaim any liability or responsibility for the content or services of any website owned by a third party that may be linked to this Site, whether such link is contained on this Site or provided by a third party. No judgment, representation or warranty, express or implied, is made with respect to the accuracy, timeliness, or suitability of the content or services of any website to which this Site may link. Your use of such third party sites is at your own risk based upon such due diligence as you have determined is appropriate. We and Our Affiliates shall not be responsible for any loss or damage of any sort incurred as a result of any dealings you may have with respect to such third party or third party websites or as the result of the presence of any links to such third party websites.

VIII. EVENTS BEYOND OUR CONTROL

You expressly absolve and release Us and Our Affiliates from any claim of harm resulting from a cause beyond our control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist attacks, or governmental restrictions.

IX. ADDITIONAL DISCLAIMERS AND DISCLOSURES

THE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE CONTENT HAS BEEN GATHERED AND DERIVED FROM SOURCES BELIEVED TO BE RELIABLE, HOWEVER WE HAVE NOT INDEPENDENTLY VERIFIED THE INFORMATION AND MAKE NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, OF ANY KIND WHATSOEVER, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INCLUDING REGARDING THE ACCURACY, TIMELINESS, VALIDITY OR COMPLETENESS OF THE INFORMATION, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OR THAT THE CONTENT WILL REMAIN UNINTERRUPTED. WHILE WE MAKE NO COMMITMENT TO UPDATE THE CONTENT, WE RESERVE THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. WE RESERVE THE RIGHT TO MAKE UNAVAILABLE AT ANY TIME THIS SITE OR THE CONTENT. THIS SITE AND ITS CONTENT ARE OUR PROPERTY AND/OR OUR VENDORS, DATA PROVIDERS AND/OR OTHER THIRD PARTY SOURCES, AND IS PROTECTED BY COPYRIGHT, TRADE SECRET AND OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

WE FURTHER ASSUME NO RESPONSIBILITY, AND MAKE NO WARRANTIES, THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES TO, VIRUSES THAT MAY INFECT, OR SERVICES, REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED, ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESSING OR USE OF THE SITE. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

THE INFORMATION ON THE SITE IS INTENDED FOR INFORMATIONAL ONLY. WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INVESTMENT DECISIONS, ADVICE, LOSS OF PROFITS, COSTS OR ANY OTHER INDIRECT DAMAGES RELATING TO THE SUITABILITY, ADEQUACY, VALIDITY, ACCURACY, TIMELINESS, DELAY, COMPLETENESS OR USE OF ANY INFORMATION ON THE SITE. WHILE WE MAKE NO COMMITMENT TO UPDATE THE CONTENT, WE RESERVE THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. WE RESERVE THE RIGHT TO MAKE UNAVAILABLE AT ANY TIME THIS SITE OR THE CONTENT. WE ALSO DO NOT OFFER ADVICE REGARDING THE QUALITY OR SUITABILITY OF ANY INVESTMENT THROUGH THE SITE.

WITH RESPECT TO THE PERFORMANCE DATA PRESENTED ON THE SITE, YOU SHOULD NOTE THAT PAST PERFORMANCE IS NOT NECESSARILY AN INDICATION, AND IS NOT A GUARANTEE, OF FUTURE PERFORMANCE.

UNAUTHORIZED USE OF ANY MATERIAL CONTAINED ON THE SITE MAY VIOLATE COPYRIGHT LAWS, TRADEMARK LAWS, TRADEMARK LAWS, TRADE SECRET LAWS, THE LAWS OF PRIVACY AND PUBLICITY, AND OTHER REGULATIONS AND STATUTES.

X. LIMITATION OF LIABILITY AND INDEMNITY

Under no circumstances, including, but not limited to, negligence, shall We and Our Affiliates be liable for any special or consequential damages that result from the use of, or the inability to use, the Content or the Site, even if We and Our Affiliates have been advised of the possibility of such damages. In no event will We and Our Affiliates have any liability to you for damages, losses and claims or causes of action (whether in contract, tort, including, but not limited to, negligence, or otherwise) for accessing or using the Site.

You agree that your breach of these Terms of Use may result in irreparable harm to us which cannot be compensated by money damages, and that we shall be entitled to obtain injunctive relief for any such breach.

You agree to defend, indemnify, and hold harmless We and Our Affiliates and our respective attorneys, licensors, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your use of the Site, any arrangements you make based on the information available or through the Site, and any breach by you of these Terms of Use or other improper act or omission.

XI. GOVERNING LAW

These Terms of Use have been made in and will be construed and enforced in accordance with the laws of the State of Virginia. Any action to enforce these Terms of Use must be brought in the state or federal courts located in the City of Santa Barbara and the State of California, and all parties to these Terms of Use expressly agree to be subject to the jurisdiction and venue of such courts. Your consent to this jurisdiction is irrevocable.

XII. TERMS AND TERMINATION

These Terms of Use take effect at the time you begin using the Site, thereby indicating acceptance of these Terms of Use, and, at each use thereafter, you shall be deemed to have reaffirmed your acceptance of these Terms of Use. We reserve the right at any time in its sole discretion to deny you or any User access to the Site or any portion thereof and to terminate these Terms of Use. Termination of access or these Terms of Use may be effective without notice.

XIII. MISCELLANEOUS

Failure to insist on strict performance of these Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver by us of any right under these Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. References to “you” in the Terms of Use shall mean all users of the Site, including all Users.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, such invalidity or unenforceability shall not affect the enforceability or validity of any other portion of these Terms of Use, which shall remain in full force and effect and be construed as if the invalid or unenforceable portion were not part of these Terms of Use, and, if possible, the then invalid or unenforceable provision will be deemed superseded and replaced by a valid, enforceable provision that most clearly matches the intent of the original provision. Any rights not expressly granted herein are reserved.

The Terms of Use, and other terms and conditions and similar provisions that may be applicable to you regarding the Site, represent the entire agreement between us and you with respect to use of and Content available on or through the Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between us and you with respect to the Site.

2by2 Capital (and/or its affiliates) may act as an investment adviser, general partner, managing member or in a similar capacity for any of the entities listed on the Site under a separate agreement or arrangement and may be separately compensated in such capacity.