Terms and Conditions Applicable to Users of Vantage Website

These Terms and Conditions and any revisions thereto shall be made available to Consultants and Network Users on the Web site of Vantage located at www.vantagemarketplace.com (the "Web site"). Use of the Web site is subject to these Terms and Conditions. Access to the Web site is provided by Vantage. Use of the products and services on the Web site may be monitored by Vantage, and the resultant information may be used by Vantage for its internal business purposes or in accordance with the rules of any applicable regulatory or self-regulatory organization.

Consultants and Network Users agree not to share usernames or passwords to the Vantage Web site with any other Person. Consultants and Network Users agree to notify Vantage immediately if they know or have reason to believe that the confidentiality of their usernames or passwords have been compromised in any way. Vantage may in its sole discretion require Consultants and Network Users to re-set passwords at any time without prior notice.

Monitoring by Vantage

Consultants and Network Users authorize Vantage to monitor use of the Vantage Web site and to record and retain any information Consultants and Network Users input through the Vantage Web site. Consultants and Network Users agree that Vantage may at any time without prior notice to Consultants and Network Users and in its sole discretion modify the Vantage Web site. Consultants and Network Users agree to use Vantage Materials only for and during the course of Engagements except as otherwise specified by Vantage.

Information Made Available Through this Service

Consultants and Network Users are permitted to store, display, analyze, modify, reformat, and print the information made available to Consultants and Network Users via this Web site only for personal use. Consultants and Network Users are not permitted to publish, transmit, or otherwise reproduce this information, in whole or in part, in any format to any third party without the express written consent of Vantage. In addition, Consultants and Network Users are not permitted to alter, obscure, or remove any copyright, trademark or any other notices that are provided to Consultants and Network Users in connection with the information. Vantage reserves the right, at any time and from time to time, in the interests of its own editorial discretion and business judgment to add, modify, or remove any of the information. These Terms and Conditions of Use are not intended to, and will not, transfer or grant any rights in or to the information other than those which are specifically described herein, and all rights not expressly granted herein are reserved by Vantage or the third party providers from whom Vantage has obtained the information. Consultants and Network Users are required to read and abide by any additional terms and conditions that may be posted on this service from time to time concerning information obtained from specific third party providers. Such third party providers shall have no liability to Consultants and Network Users for monetary damages on account of the information provided to Consultants and Network Users via this service.

No warranties made as to content; no responsibilities to update

Neither Vantage nor any third party provider makes any warranty, express or implied, concerning this service. The services provided by Vantage and its third party providers are on an "AS IS" basis at Consultants' and Network Users' sole risk. Vantage and its third party providers expressly disclaim any implied warranty of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of the services with respect to their correctness, quality, accuracy, completeness, reliability, performance, timeliness, or continued availability.

Neither Vantage nor any of its third party providers shall have any responsibility to maintain the data and services made available on this Web site or to supply any corrections, updates, or releases in connection therewith. Availability of data and services are subject to change without notice.

No liability for content; no liability arising from use

Vantage shall have no liability, contingent or otherwise, to Consultants and Network Users or to third parties, or any responsibility whatsoever, for the failure of any connection or communication service to provide or maintain Consultants' and Network Users' access to this service, or for any interruption or disruption of such access or any erroneous communication between Vantage and Consultants and Network Users, regardless of whether the connection or communication service is provided by Vantage or a third party service provider. Vantage shall have no liability, contingent or otherwise, to Consultants and Network Users or to third parties, for the correctness, quality, accuracy, timeliness, reliability, performance, continued availability, completeness or delays, omissions, or interruptions in the delivery of the data and services available on this Web site or for any other aspect of the performance of this service or for any failure or delay in the execution of any transactions through this service. In no event will Vantage be liable for any special, indirect, incidental, or consequential damages which may be incurred or experienced on account of Consultants and Network Users using the data or services made available on this Web site, even if Vantage has been advised of the possibility of such damages. Vantage will have no responsibility to inform Consultants and Network Users of any difficulties experienced by Vantage or third parties with respect to the use of the services or to take any action in connection therewith.

No warranties made as to security

Vantage makes no warranty whatsoever to Consultants or Network Users, express or implied, regarding the security of the Web site, including with respect to the ability of unauthorized persons to intercept or access information transmitted by Consultants or Network Users through this service.

Content not to be construed as a solicitation or recommendation

Materials provided on this Web site have been prepared for informational purposes only without regard to any Network Users' investment objectives, financial situation, or means, and Vantage is not soliciting any action based upon the materials. This material is not to be construed as a recommendation; or an offer to buy or sell; or the solicitation of an offer to buy or sell any security, financial product, or instrument. Although material provided on this Web site is based upon information that Vantage considers reliable and endeavors to keep current, Vantage does not represent that the materials are accurate, current, or complete, and the materials should not be relied upon as accurate, current, or complete

No determination of suitability has been made; not all risks are disclosed; private advisors should be consulted

The fact that Vantage has made the data and services provided on this Web site available to Network Users constitutes neither a recommendation that Network Users enter into a particular transaction nor a representation that any product or transaction is suitable or appropriate. Network Users should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make this service the primary basis for any investment decisions made by or on behalf of Network Users, Network Users' accountants, or Network Users' managed or fiduciary accounts. Network Users should make their own determination whether to consult a business advisor, attorney, tax and/or accounting advisors before taking any action based on any information contained on this Web site.

No representations made as to other sites or links

This service may provide links to certain Internet sites (the "Sites") sponsored and maintained by third parties. Vantage is providing such links solely as a convenience to Consultants and Network Users. Accordingly, Vantage makes no representations concerning the content of the Sites. The fact that Vantage has provided a link to the Site does not constitute an endorsement, authorization, sponsorship, or affiliation by Vantage with respect to the Site, its owners, or its providers. Vantage has not tested any information, software, or products found on any of the Sites and therefore does not make any representations with respect thereto, including any representations regarding the content or sponsors of the Site, or the suitability or appropriateness of the products or transactions described therein.

Terms and Conditions Applicable to Consultants and Network Users of Vantage

Following are the Terms and Conditions of participation in Vantage Marketplace Holdings LLC and its affiliates ("Vantage"). Vantage has created a network (the "Network") comprised of a group of individuals from various fields who are available to speak with or provide insights as consultants ("Consultants") to investors who have subscribed to the services of the Network ("Network Users"). Vantage arranges for Consultants to interact with Network Users in a variety of formats and settings ("Engagements"). Consultants participating in Vantage, and Network Users of Vantage, agree to be and remain bound by, and to be subject to these Terms and Conditions, as amended from time to time.

Please note that the capitalized terms used herein are defined at the end of these Terms and Conditions.

Participation

Consulting Engagements

Consultants are under no obligation to accept any Engagement request and may discontinue participation in an Engagement at any time at their sole discretion. Vantage has sole discretion to determine which Consultants it will request for any Engagement. Vantage has sole discretion to determine the format of and the setting for all Engagements. Vantage may terminate any Engagement at any time in its sole discretion. Vantage does not participate in Engagements after it arranges for them to occur and is not responsible for their content.

Restrictions on Engagements

Consultants agree to decline to participate or discontinue participation in any Engagement where such participation could result in: (1) the disclosure of material nonpublic information concerning any company; (2) the disclosure of confidential proprietary information belonging to or concerning another Person; (3) the breach of any agreement, obligation or duty (including any company policy or procedure) to which Consultants are subject; (4) a violation of any law, rule or regulation to which Consultants are subject; (5) a violation of the Guidelines; or (6) a conflict of interest or an appearance of a conflict of interest for Consultants.

Consultants agree not to participate in Engagements relating in whole or in part to any company with respect to which they: (i) are, or have been during the prior 6 months, a director, officer or other employee of such company or its Affiliate, or serve, or have during the prior 6 months served, such company or its Affiliate as a consultant, advisor or in a similar capacity, (ii) possess sole or shared power to vote or dispose of 5% or more of any class of equity securities of such company, (iii) have any other significant relationship that could result in access to material nonpublic information about such company, or (iv) have or expect to have material nonpublic information about such company.

Consultants agree not to participate in Engagements relating in whole or in part to a clinical study in which they are participating, or have during the prior 6 months participated.

Restrictions on Consultant Communications with Network Users and Vantage

Consultants agree not to provide any Prohibited Advice to Network Users, Vantage or Vantage's representatives. Consultants agree not to make recommendations, signal or otherwise express opinions about a company to Network Users, Vantage or Vantage's representatives (i) while in possession of material nonpublic information concerning such company or (ii) based on confidential proprietary information belonging to or concerning another Person. Consultants agree not to provide information to Network Users, Vantage or Vantage's representatives that Consultants know or have reason to believe is false or misleading.

Consultants agree not to induce any Network User to: (1) provide any Prohibited Advice; (2) disclose any material nonpublic information concerning any company, or make recommendations, signal or otherwise express opinions about a company while in possession of material nonpublic information concerning such company; (3) disclose any confidential proprietary information belonging to or concerning another Person, or make recommendations, signal or otherwise express opinions based on such information; (4) breach any agreement, obligation or duty (including any company policy or procedure) to which such Network User is subject; (5) violate any law, rule or regulation to which such Network User is subject; or (6) act in a manner that presents a conflict of interest or an appearance of a conflict of interest for such Network User. Consultants agree to terminate immediately any Engagement with a Network User that Consultants know or have reason to believe has engaged in any conduct described in (1) through (6) of the preceding sentence and to notify Vantage promptly of such situation.

Consultants agree that all views expressed to Vantage, its representatives or Network Users will accurately reflect the genuine personal views of the Consultants. Consultants agree not to misrepresent experience, position or knowledge to Vantage, its representatives or Network Users. Consultants also agree not to represent themselves to Network Users as a person acting or with authority to act on behalf of Vantage, any of its Affiliates or any Network User. Consultants agree not to provide or otherwise make available to Network Users written or electronic materials unless authorized to do so by Vantage in writing.

Restrictions on Consultant Communications Outside of the Network

Consultants agree not to disclose Confidential Information unless authorized in writing by the Person providing the Consultants such information, or compelled to do so by a court order or other governmental or regulatory body; provided, however, that if and only to the extent necessary, Consultants may disclose the topic of an Engagement in general terms to obtain any required third-party consent to the Consultants' participation in the Network or in an Engagement.

Consultants agree to notify promptly and cooperate with Vantage and any relevant Network Users or Consultants to protect Confidential Information to the fullest extent possible under the law if Consultants are ever compelled or expect to be compelled to disclose such information.

Engagement Content and Work Product

Consultants understand and agree that Engagement Content may be used by Network Users for their own purposes and that Consultants have no rights to any product, discovery, invention, idea or other thing of value that may result either directly or indirectly from, or based fully or partially upon, Engagement Content.

Consultants agree that any Work Product produced in connection with an Engagement will be the Consultants' original Work Product and that Consultants will be fully authorized to provide such Work Product in further Engagements after which the Work Product is posted by Vantage, if ever, or otherwise provided to Network Users.

During the course of the applicable Engagement, Consultants agree not to use, for their personal benefit or otherwise, any Engagement Content (other than Engagement Content provided or otherwise made available by the Consultants) that is not publicly available and that the Consultants did not possess prior to the applicable Engagement.

Consultants grant Vantage a perpetual, worldwide non-exclusive right to cite, publish, broadcast, copy, display, distribute, make derivative works from or make available for download, in whole or in part, whether alone or in combination with other materials, any Work Product that Consultants agree to make available to Network Users.

Vantage Materials

Consultants agree that Vantage has sole and complete ownership of Vantage Materials. Consultants agree that they may not cite, publish, broadcast, copy, display, distribute, make derivative works from or make available for download, in whole or in part, whether alone or in combination with other materials, any Vantage Materials without Vantage's prior written consent.

Restrictions on Promotions

Vantage agrees that Vantage will not use Consultants' names, trade names, marks or symbols or any other means of identifying Consultants in connection with any promotion, advertisement or other marketing without the prior written consent of the Consultants. Consultants agree not to use Vantage's name, trade name, trademark or symbol or any other means of identifying Vantage in connection with any promotion, advertisement or other marketing without the prior written consent of Vantage.

Consultants agree not to attempt to register Vantage's name or any Vantage trade name, trademark or symbol or any other means of identifying Vantage, or any component, simulation or native or foreign equivalent thereof, alone or as part of Consultants' own trademark, copyright or domain name; and Consultants agree not to adopt as the Consultants' own, claim ownership rights in, or attempt to register any material, item, design or designation which is the same or confusingly similar to Vantage's name, or any Vantage trade name, trademark or symbol.

Other Representation, Warranties and Covenants

Consultants represent and warrant that the information they provide to Vantage in connection with their Application is accurate and complete in all material respects. Consultants agree to promptly update Vantage in writing should any such information change in any material respect.

Consultants agree to arrange for a written consent to their participation in the Network to be provided to Vantage by the Consultants' current employer(s). Consultants understand that such written consent will require that the applicable entity consent to the Consultants providing Engagement Content that consists of information and insights gained, and opinions formed, as a result of Consultants' employment by or affiliation with such entity (as the case may be), other than Engagement Content that constitutes material nonpublic information concerning such entity if such entity, confidential proprietary information belonging to or concerning such entity, or Engagement Content that breaches an agreement with such entity or obligation or duty to such entity (including a company policy or procedure). Consultants agree that Vantage will determine the form of such written consent to be provided.

Consultants represent and warrant that they have received any and all necessary consents to act as a Consultant, including without limitation any authorizations or waivers that may be required from their current and previous employers and other organizations with which they are or have been affiliated, and that they have the capacity to enter into and be bound by these Terms and Conditions. Consultants represent and warrant that by acting as a Consultant and being compensated pursuant to the payment instructions provided to Vantage, Consultants are not violating or acting in conflict with any agreement, obligation or duty the Consultants have to any other Person other than as set forth in the Consultants' Application and any written updates thereto Consultants' provided to Vantage.

Consultants represent and warrant that they are not violating any law, rule, regulation agreement or other obligation by engaging in activities in connection with the Network. Consultants also represent and warrant that they are in compliance with all ethical standards and rules of conduct that apply to Consultants concerning their activities in connection with the Network.

Consultants represent and warrant that they are not currently practicing attorneys, employees of a government organization or employees of PricewaterhouseCoopers LLP or any of its Affiliates.

Consultants represent and warrant that they are not required to be registered with the United States Securities and Exchange Commission ("SEC") as an investment adviser or a broker-dealer and are not employed by or affiliated with any investment adviser or broker-dealer required to be registered with the SEC.

Consultants represent and warrant that, except as disclosed to Vantage, Consultants have not been convicted of or charged with any crime and they have not been the subject of any regulatory, enforcement or disciplinary proceeding brought by any regulatory authority, self-regulatory organization or professional or industry organization. Consultants represent and warrant that, except as disclosed to Vantage, no entity Consultants control or controlled has been convicted of or charged with any crime based upon events that occurred while Consultants exercised such control, and that no such entity has been the subject of any regulatory, enforcement or disciplinary proceeding brought by any regulatory authority, self-regulatory organization or professional or industry organization based upon events that occurred while Consultants exercised such control.

Consultants represent and warrant that, except as disclosed to Vantage, there are no unsatisfied liens or judgments against Consultants. Consultants represent and warrant that, except as disclosed to Vantage, there are no unsatisfied liens or judgments against any entity Consultants control or controlled that are based upon events that occurred while Consultants exercised such control.

Consultants agree that they are an independent contractor of Vantage. Consultants agree that they will not be acting on behalf of Vantage, any of its Affiliates, any Network User or any other Person in a fiduciary capacity nor have any authority to act on behalf of any such Person, and that Consultants will not be deemed to be an employee or agent of any such Person.

Consultants agree not to use their relationship with Vantage or any Network User to engage or attempt to engage in any activity other than activities that occur through the use of Network Services.

Consultants agree to abide by all Guidelines, including the Consultant Guidelines, in addition to complying with these Terms and Conditions.

Consultants agree to act professionally and in good faith in their activities in connection with the Network.

Consultants agree to notify Vantage immediately if and to the extent they are no longer able to comply with these Terms and Conditions or the Guidelines and if any of the representations or warranties regarding Consultants in these Terms and Conditions cease to be accurate as of any date while a Consultant.

Liability and Indemnification

Consultants agree that Vantage, its Affiliates, licensors, licensees, suppliers, advertisers and sponsors and such Persons' directors, officers, employees, consultants, agents and other representatives will not be obligated to Consultants or any other Person for any Claims arising directly or indirectly out of or from:

Consultants' acts or omissions in connection with the Network, including without limitation:

1. any inaccurate or incomplete information furnished as part of the Consultants' Application or any updates thereto;
2. any dishonest, fraudulent, negligent or criminal act or omission by Consultants in connection with the Network;
3. any breach by Consultants of any provision of this Agreement or the Guidelines; and
4. any claim that the use of any Work Product infringes on a third-party's rights; or
5. the acts or omissions of any Network User in connection with the Network.

Consultants agree to indemnify, defend and hold Vantage, its Affiliates, licensors, licensees, suppliers, advertisers and sponsors and such Persons' directors, officers, employees, consultants, agents and other representatives and Network Users harmless from and against any and all Claims that arise directly or indirectly out of or from the matters described in these Terms and Conditions.

Remedies

Consultants agree that if they breach or threaten to breach any provision in these Terms and Conditions or the Guidelines, Vantage's remedy at law will be inadequate and that Vantage will be entitled to seek an injunction to prevent such breach.

Termination

Upon written notice to Vantage, Consultants may terminate participation in the Network at any time. Vantage, in its sole discretion, also has the right to terminate Consultants' participation in the Network at any time. Consultants also acknowledge that Vantage may, in its sole discretion, modify or discontinue the Network or any feature of the Network at any time.

Miscellaneous

These Terms and Conditions will be governed in all respects by the laws of the State of New York, without giving effect to principles of conflicts of law, and any litigation arising out of or connection in any way with these Terms and Conditions will take place only in a State or Federal court of competent jurisdiction in New York County, State of New York. The parties consent to personal jurisdiction of and venue in the state and federal courts within that county.

Failure to insist on strict compliance with these Terms and Conditions or the Guidelines or any continued course of such conduct will not be considered a waiver of either parties' rights or privileges under these Terms and Conditions or the Guidelines.

The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any other rights or remedies that may otherwise be available at law or equity.

Any and all headings in the text of these Terms and Conditions are solely for convenience or reference and do not constitute a part of these Terms and Conditions, nor do they affect the meaning, construction or effect of these Terms and Conditions.

Each Network User with whom Consultants interact in an Engagement is a third-party beneficiary of these Terms and Conditions, and the representations, warranties and covenants made by Consultants hereunder and shall have the right to enforce Consultants' compliance with these Terms and Conditions.

The invalidity or unenforceability of any provision of these Terms and Conditions shall not for that reason alone affect the validity or enforceability of any other provision of these Terms and Conditions.

Definitions

"Affiliate" means with respect to any Person, a Person that directly or indirectly controls, is controlled by or is under common control with, such Person.

"Agreement" has the meaning set forth above.

"Application" has the meaning set forth above.

"Claims" means, collectively, claims, damages (including without limitation for any indirect, incidental, exemplary, consequential, punitive or special damages), losses, costs (including without limitation any and all legal fees and costs and any other expenses incurred in investigating, preparing for, defending against, or settling any commenced or threatened litigation, arbitration, proceeding or claim) and other expenses.

"Confidential Information" means information not otherwise publicly available and obtained in connection with a Consultant's participation in the Network pertaining in any manner to the business of Vantage or its Affiliates, Network Users or other Consultants, including, without limitation, information that you learn in the course of an Engagement regarding (A) securities transactions by a Network User or another Consultant, or (B) any business, transaction or investment idea under consideration by a Network User or another Consultant; and the existence, nature and contents of these Terms and Conditions and the Guidelines; the existence and nature of any Engagement or request therefor (including without limitation the names of the applicable Network User and its representatives); Engagement Content that is not otherwise publicly available, other than Engagement Content provided or otherwise made available by you; and any printed or electronic material furnished for a Consultant's use by Vantage, its Affiliates, Network Users or other Consultants that is designated in writing to be confidential.

"Consultant" has the meaning set forth above.

"Engagement" has the meaning set forth above

"Engagement Content" means all opinions, information, materials or other communications or content in connection with an Engagement.

"Guidelines" means any policies and procedures of Vantage applicable to Consultants that have been provided or made available to Consultants on Vantage's Web site, including any updates to such policies and procedures and any new policies and procedures adopted by Vantage in the future.

"Market Traded Company" means any public company, governmental organization or non-public company with respect to which there are securities that trade in a public or institutional (e.g., Rule 144A) market.

"Network" has the meaning set forth above.

"Network Services" means the arrangement of Engagements, access to the password protected portion of the Vantage Web site, and any other services offered to Network Users by Vantage;

"Network User" has the meaning set forth above.

"Non-Public Consultant Information" means information about Consultant, not otherwise publicly available, provided by Consultant to Vantage in connection with his or her participation in the Network.

"Person" means any individual, partnership, corporation, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or a government or agency or political subdivision thereof.

"Prohibited Advice" means investment advice, or ratings, recommendations or other discussion of the value of, or the merits of acquiring or disposing of, particular securities or groups of securities or derivatives related thereto; and legal, medical, accounting or tax advice.

"Successor Business Entity" means with respect to any Person (other than an individual), a business entity that enters into a joint venture or is consolidated, merged or effects a business combination with such Person or that is transferred all or substantially all of such Person's assets.

"Vantage" has the meaning set forth above.

"Vantage Materials" means all information, materials or other communications or content Consultants receive from Vantage or that Vantage otherwise makes available to Consultants in connection with the Network, including without limitation custom surveys and material on the Vantage Web site (including any trade secrets, know-how, intellectual property and copyrighted information therein).

"Work Product" means any Engagement Content not otherwise publicly available that Consultants create, provide or otherwise make available in an Engagement.