By accessing or using this Cypress Point Investment Management LP (“Cypress Point”) web site (the “Site”), you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you and Cypress Point, and governs your access and use of the Site, which includes any information, data, tools, products, services and other content (together, “Content”) available on or through the Site. You may contact Cypress Point with questions about the terms and conditions of this User Agreement.

PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS USER AGREEMENT IN ITS THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS USER AGREEMENT, DO NOT USE THE SITE.

Cypress Point grants you a limited right to use the Site.

• Your right to use the Site is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site.

• At any time and for any reason Cypress Point may revoke your right to use all or any portion of the Site.

• You may not violate or attempt to violate the security of the Site.

The Site is owned by Cypress Point, its affiliates and/or third parties.

• The Site is protected by one or more copyrights, patents, database rights, trademarks, servicemarks and/or other intellectual property and proprietary rights that are owned by Cypress Point, its affiliates and/or third parties.

• You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site.

• You may not link to, publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement.

• You may discuss information that you learn from the Site with your financial, legal or tax advisors, and others with whom you share investment decisions.

• You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.

The contents of the password protected area of the website are subject to the confidentiality provisions of the governing documents of the applicable investment fund that Cypress Point manages. Investors will be responsible for any actions that violate those confidentiality provisions by their representatives to the same extent as if the investors had taken such actions themselves.

You make certain representations and warranties regarding your use of the Site.  You represent and warrant that:

• You have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement;

• You have not and you will not enter into any agreement or perform any act which might contravene the purposes or effects of this User Agreement; and

• You will not delete any Content.

All Content is for informational purposes only.

• Nothing on the Site is an offer or solicitation to buy or sell any security.

• Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy.

• Cypress Point does not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable.

• Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax or legal advice.

• If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs.

• THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE.

There are various risks you assume in relying on the Content.

• Dated Content speaks only as of the date indicated.

• Cypress Point may not promptly update or correct the Site even if Cypress Point becomes aware that it is inaccurate, outdated or otherwise inappropriate.

• Cypress Point may change all or any portion of the Site at any time without notice to you.

• Cypress Point does not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party.

• You agree that Cypress Point is not liable for any action you take or decision you make in reliance on any Content.

You must keep your password confidential.

·         You may receive a password to access certain restricted areas of the Site.

• You are solely responsible for maintaining the confidentiality and security of your password. You may not disclose your password to any third party.

• You accept full responsibility for any use of your password.

• You must notify Cypress Point immediately of any actual or suspected loss, theft or unauthorized use of your password.

• Cypress Point is not obligated to inquire as to the authority or propriety of any use of or action taken under your password. Cypress Point will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.

Cypress Point is not liable for any technological problems and any effect that they may have.

• All or any portion of the Site may not be available and may not function properly at any time.

• The Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines.

• Cypress Point disclaims liability for any interception of data or communications.

• Cypress Point does not guarantee the security of the Site.

• Cypress Point is not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site.

• Cypress Point is not liable for any defects, delays or errors in or resulting from your use of the Site.

Cypress Point is not responsible for information on any third party web site that is referred in, or accessible or connected by hyperlink to, the Site.

• If you access any third party web site through the Site or otherwise, you do so at your own risk.

• Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by or affiliation with us.

Cypress Point has the right but not the obligation to monitor and record activity on the Site and respond as it deems appropriate.

• Cypress Point may monitor and record activity on the Site for any reason or for no reason.

• Cypress Point may investigate any complaint or reported violation of our policies.

• Cypress Point may report any activity that it suspects may violate any law or regulation to regulators, law enforcement officials or other persons or entities that Cypress Point deems appropriate.

• Cypress Point may issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site or take any other action that it deems appropriate.

Cypress Point will abide by its Privacy Policy.  Personal nonpublic information that Cypress Point gathers from you will be governed by its Privacy Policy.

CYPRESS POINT DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS IT TO DISCLAIM.

• THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

• CYPRESS POINT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

• WITHOUT LIMITING CYPRESS POINT’S GENERAL DISCLAIMER, CYPRESS POINT DOES NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT.

CYPRESS POINT’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

• IN NO EVENT WILL CYPRESS POINT OR ANY OF ITS AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, THE INABILITY TO USE THE SITE .

• CYPRESS POINT’S LIABILITY IS LIMITED EVEN IF CYPRESS POINT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE.

• UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF CYPRESS POINT, ITS AGENTS AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE IS $100.

• THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

You will be responsible for any liability to Cypress Point that arises out of your breach of this User Agreement or your use of the Site.   You agree to indemnify, defend and hold harmless Cypress Point and its affiliates, agents, employees and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to:

•      Your use of the Site,

•      Your breach of this User Agreement or any representation, warranty or covenant made by you in this User Agreement,

•      Your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights, or

•      Claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this User Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CHOICE OF LAW RULES.  ANY LEGAL ACTION BROUGHT HEREUNDER SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS IN CALIFORNIA, AND IT IS AGREED THAT SUCH COURTS SHALL HAVE JURISDICTION OVER THE PARTIES TO THIS AGREEMENT AND ANY DISPUTE ARISING HEREUNDER.

You will be bound by revised versions of this User Agreement that Cypress Point posts on the Site.

• Modifications will be effective immediately on posting unless Cypress Point indicates otherwise.

• Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.

You are bound by certain other general conditions.

• Cypress Point may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void.

• If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of the User Agreement shall remain in full force and effect.

• This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Cypress Point concerning the subject matter hereof.