TERMS OF USE

---

The terms and conditions of use set forth herein apply to each of the pages of this website (collectively, the “Site”). Please read these terms and conditions of use carefully before using this Site.

This website and the materials contained herein are for discussion and informational purposes only and intended solely for U.S. residents. The views expressed herein represent the opinions of Shareholder Capital LLC and its affiliates (collectively, “Shareholder Capital”) as of the date hereof. Shareholder Capital reserves the right to change or modify any of its opinions expressed herein at any time and for any reason and expressly disclaims any obligation to correct, update or revise the information contained herein or to otherwise provide any additional materials. ​By using the Site, you signify your agreement with the following terms and conditions of use pertaining to both this Site and any material on it without limitation or qualification.

All of the information contained herein is based on publicly available information with respect to each portfolio company discussed (each a “Portfolio Company”), including filings made by any Portfolio Company with the Securities and Exchange Commission and other sources, as well as Shareholder Capital’s analysis of such publicly available information. Shareholder Capital has relied upon and assumed, without independent verification, the accuracy and completeness of all data and information available from public sources, and no representation or warranty is made that any such data or information is accurate. Shareholder Capital recognizes that there may be confidential or otherwise non-public information with respect to a Portfolio Company that could alter the opinions of Shareholder Capital were such information known. No representation, warranty or undertaking, express or implied, is given as to the reliability, accuracy, fairness or completeness of the information or opinions contained herein, and Shareholder Capital and each of its directors, officers, employees, representatives, and agents expressly disclaim any liability which may arise from this website and any errors contained herein and/or omissions herefrom or from any use of the contents of this website.

​Except for the historical information contained herein, the information and opinions included in this website constitute forward-looking statements, including estimates and projections prepared with respect to, among other things, a Portfolio Company’s anticipated operating performance, the value of a Portfolio Company’s securities, debt or any related financial instruments that are based upon or relate to the value of securities of a Portfolio Company (collectively, “Company Securities”), general economic and market conditions and other future events. You should be aware that all forward-looking statements, estimates, and projections are inherently uncertain and subject to significant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes. Actual results may differ materially from the information contained herein due to reasons that may or may not be foreseeable. There can be no assurance that any Company Securities will trade at the prices that may be implied herein, and there can be no assurance that any opinion or assumption herein is, or will be proven, correct. ​This Site and the opinions expressed herein should in no way be viewed as advice on the merits of any investment decision with respect to the company, company securities or any transaction. This Site is not (and may not be construed to be) legal, tax, investment, financial or other advice. Site visitors should consult their own legal counsel and tax and financial advisers as to legal and other matters concerning the information contained herein. This Site does not purport to be all-inclusive or to contain all of the information that may be relevant to an evaluation of a Portfolio Company, Company Securities or the matters described herein.

​THIS SITE DOES NOT CONSTITUTE (AND MAY NOT BE CONSTRUED TO BE) A SOLICITATION TO BUY OR AN OFFER TO SELL BY SHAREHOLDER CAPITAL OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS TO BUY OR SELL ANY COMPANY SECURITIES OR SECURITIES OF ANY OTHER PERSON IN ANY JURISDICTION OR AN OFFER TO SELL AN INTEREST IN FUNDS MANAGED BY SHAREHOLDER CAPITAL. AN OFFERING MAY ONLY BE MADE BY MEANS OF A FINAL OFFERING MEMORANDUM IN THOSE JURISDICTIONS WHERE PERMITTED BY LAW AND ONLY TO INVESTORS MEETING ELIGIBILITY REQUIREMENTS. THIS SITE DOES NOT CONSTITUTE FINANCIAL PROMOTION, INVESTMENT ADVICE OR AN INDUCEMENT OR ENCOURAGEMENT TO PARTICIPATE IN ANY PRODUCT, OFFERING OR INVESTMENT OR TO ENTER INTO ANY AGREEMENT WITH THE WEBSITE VISITOR. NO AGREEMENT, COMMITMENT, UNDERSTANDING OR OTHER LEGAL RELATIONSHIP EXISTS OR MAY BE DEEMED TO EXIST BETWEEN OR AMONG SHAREHOLDER CAPITAL AND ANY OTHER PERSON BY VIRTUE OF THIS WEBSITE. NO REPRESENTATION OR WARRANTY IS MADE THAT SHAREHOLDER CAPITAL’S INVESTMENT PROCESSES OR INVESTMENT OBJECTIVES WILL OR ARE LIKELY TO BE ACHIEVED OR SUCCESSFUL OR THAT SHAREHOLDER CAPITAL’S INVESTMENTS WILL MAKE ANY PROFIT OR WILL NOT SUSTAIN LOSSES. AN INVESTOR IN THE FUNDS COULD LOSE ALL OR A SUBSTANTIAL PART OF ITS INVESTMENT. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

​Funds managed by Shareholder Capital currently beneficially own and/or have an economic interest in and may in the future beneficially own and/or have an economic interest in, Company Securities. Shareholder Capital intends to review its investments in each Portfolio Company on a continuing basis and depending upon various factors, including without limitation, the Portfolio Company’s financial position and strategic direction, the outcome of any discussions with any Portfolio Company, overall market conditions, other investment opportunities available to Shareholder Capital, and the availability of Company Securities at prices that would make the purchase or sale of company securities desirable, Shareholder Capital may from time to time (in the open market or in private transactions, including since the inception of Shareholder Capital’s position) buy, sell, cover, hedge or otherwise change the form or substance of any of its investments (including Company Securities) to any degree in any manner permitted by law and expressly disclaims any obligation to notify others of any such changes. Shareholder Capital also reserves the right to take any actions with respect to its investments in any Portfolio Company as it may deem appropriate.

​Shareholder Capital has not sought or obtained consent from any third party to use any statements or information contained herein. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein. No Portfolio Company has approved nor have any responsibility for this Site or its contents.

​This Site may contain links to articles and/or videos (collectively, “Media”). The views and opinions expressed in such Media are those of the author(s)/speaker(s) referenced or quoted in such Media and, unless specifically noted otherwise, do not necessarily represent the opinion of Shareholder Capital. If you access any linked Media or other websites, you do so at your own risk. Shareholder Capital is not responsible for the information, materials or services obtained on or from such other websites and will not be liable in any respect for any damages arising from your access of such websites. Any such links are provided merely for the convenience of the users of the Site and the inclusion of the links does not imply any endorsement, representation, or warranty by Shareholder Capital with respect to any such website or the content or services contained through such websites. Furthermore, you agree not to link any websites to the Site without the express prior written consent of Shareholder Capital.

​All trademarks and trade names used herein are the exclusive property of their respective owners. The Site and all Shareholder Capital generated content including without limitation all trademarks, service marks, trade names, logos, and icons are proprietary to Shareholder Capital. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Site without the prior written permission of Shareholder Capital or such third party that may own the trademarks displayed on the Site. No act of downloading or otherwise copying from this site will transfer title to any software or material at this site to you. Your use of the trademarks displayed on the Site, or any other content on the Site, except as provided herein, is strictly prohibited.

Shareholder Capital, and its respective officers, directors, principals, agents, and employees make no representations or warranties, express or implied, regarding the accuracy, reliability, completeness, suitability or other characteristics of the information and materials contained on or presented through the site. Any content of the Site is subject to change without notice. All such information and materials are provided “as is”, without any warranty of any kind. Shareholder Capital hereby further disclaims all warranties and conditions with regard to such information and materials, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, and availability.

To the full extent permitted by applicable law, Shareholder Capital, and its respective officers, directors, principals, agents and employees shall not be liable for any claims, liabilities, losses, costs or damages, including direct, indirect, punitive, incidental, special or consequential damages, arising out of or in any way connected with (i) the use of or inability to use the Site or with any delay in using the Site, or (ii) any information and materials obtained through the Site, or (iii) otherwise arising out of the access and/or use of the Site; in any case whether based on theories arising in contract, tort, strict liability or otherwise. Such limitations apply even if Shareholder Capital or any of its respective officers, directors, principals, agents, or employees have been advised of the possibility of damages. These Terms of Use are governed by the laws of the State of New York, without reference to their conflicts of laws provisions. You consent to the jurisdiction of, and venue shall lie in, any federal or state court located in New York, New York, U.S.A., as the exclusive jurisdiction and venue for the adjudication of all disputes arising out of or relating to the use of the Site.