WEBSITE TERMS AND CONDITIONS OF USE

These terms and conditions are between you and Constellation Growth Capital ("Constellation") and they apply to and govern your use of Constellation's web site located at www.constellationgrowthcapital.com (the "Site"). Your use of the Site signifies your agreement to be bound by these terms and conditions. If you do not agree to be bound by these terms and conditions of use, you may not access or otherwise use the Site. Constellation may periodically change these terms and conditions, and any such changes will be effective immediately upon posting. We suggest that you periodically check these terms and conditions for changes. You may contact Constellation by e-mailing joseph.virgilio@highbridge.com with questions about the terms and conditions of this User Agreement.

LIMITED LICENSE AND RESTRICTIONS ON USE

Constellation grants you a revocable, non-exclusive, non-transferable, limited right to access, use, display and print the pages within the Site and the materials thereon for your personal and informational use only, provided that you comply fully with these terms and conditions of use, 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 we may revoke your right to use all or any portion of the Site. You shall not:

• modify, delete, copy, reproduce, repackage, publish, broadcast, license, transmit, distribute, display, perform, redeliver, frame, create derivative works from, participate in the transfer or sale of, post on the web, or exploit the Site, or any portions thereof, including, without limitation, any text, images, articles, photographs, illustrations, audio, video clips, graphics, interfaces information, data, tools, products, and other content or other materials on, generated by or obtained from the Site (together, "Content"), without our express written permission;
• violate or attempt to violate the security of the Site in any way through any means or device including, without limitation, spamming, hacking, uploading computer viruses or time bombs, or the means expressly prohibited by any provision of these terms and conditions of use;
• decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site; or
• remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.

OWNERSHIP AND INTELLECTUAL PROPERTY POLICY

Constellation owns, controls, licenses or has the right to use and provide the Site and all Content on the Site. The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. We own the copyright in the entire Site, including, a copyright in the selection, coordination, arrangement and enhancement of the Site. You agree to abide by any and all copyright notices, information or restrictions displayed on the Site. The Site may also contain trademarks or service marks that are owned by Constellation and you may not use any such marks without our written permission.

LINKS

The Site may contain links and pointers to other web sites and resources (the “Linked Sites”). These links are provided for your convenience and for your reference only. These links do not constitute an endorsement by or association with Constellation or any third party resources or their contents. Hyperlinks do not imply that Constellation is affiliated or associated with or is legally authorized to use any trademark, tradename, logo or copyright symbol displayed in or accessible through the hyperlinks, or that any Linked Sites are authorized to use any trademark, tradename, logo or copyright symbol of Constellation. If you access any Linked Site through the Site or otherwise, you do so at your own risk. Constellation is not responsible for information on any Linked Site that is referred in, or accessible or connected by hyperlink to, the Site.

INFORMATION AND CONTENT

All content is for informational purposes only. Nothing on the Site is an offer or solicitation to buy or sell any security or other similar product. 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. You will use the Content at your own risk and bear the sole responsibility of evaluating the merits and risks associated with the use of any Content on this Site before making any decisions based on such Content. We do 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. Dated Content speaks only as of the date indicated or published. We make reasonable efforts to provide accurate Content, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. You agree that we are not liable for any action you take or decision you make in reliance on any Content. THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE.

PRIVACY POLICY

We do not currently collect "personal information" through the Site. Personal information refers to information such as your name, address, email address, social security number, assets, investments, income information, and passwords. Accordingly, you can have general access to the Site and browse pages without providing any personal information. We have the right but not the obligation to monitor and record activity on the Site and respond as we deem appropriate. We may investigate any complaint or reported violation of our policies and we may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate. Furthermore, we 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 we deem appropriate.

Any personal nonpublic information that we gather from you, such as through your transactions or other communications with us, will be governed by the Privacy Notice you receive in connection with services Constellation Growth Capital provides to you. Further, you may provide us with personal information if you decide to contact us using the "Contact Us" information provided on the Site. If you do this, we will use the information only to respond to your request or in accordance with our Privacy Notice.

COOKIES

The Site uses "cookies," which may automatically collect certain information and data. "Cookies" are small pieces of data sent to your computer browser from our web server and stored on your computer's hard drive. The data identifies you as a unique user and facilitates your ongoing access to and use of the Site. Cookies also help us diagnose problems with our server.

CHANGES TO SITE

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

UNAVAILABILITY OF THE SITE

Constellation is not liable for any technological problems and any impact that it may have. All or any portion of the Site may not be available and may not function properly at any time. We make reasonable efforts to avoid technological problems, but at any time the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. We take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but we disclaim liability for any interception of data or communications. We make reasonable efforts to ensure that the Site is secure but we do not guarantee the security of the Site. We are not liable for any defects, delays or errors in or resulting from your use of the Site.

WARRANTY DISCLAIMERS

CONSTELLATION DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS IT TO DISCLAIM. THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY 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 OTHER PROPRIETARY RIGHTS. WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE SECURITY, AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT.

LIABILITY AND INDEMNITY

CONSTELLATION'S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THESE TERMS AND CONDITIONS, THE SITE, OR THE INABILITY TO USE THE SITE, EVEN IF WE, OR AN AUTHORIZED REPRESENTATIVE, HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

YOU WILL BE RESPONSIBLE FOR ANY LIABILITY TO CONSTELLATION THAT ARISES OUT OF YOUR BREACH OF THIS USER AGREEMENT OR YOUR USE OF THE SITE. YOU AGREE TO INDEMNIFY CONSTELLATION AND ITS AFFILIATES, AGENTS, EMPLOYEES AND THIRD PARTY SOURCES 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 THESE TERMS AND CONDITIONS, 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 N THIS USER AGREEMENT.

NON-U.S. RESIDENTS AND APPLICABLE LAW

The Site is hosted in New York, New York or Carlstadt, New Jersey, United States of America. Constellation and its representatives may only transact business in states where they are registered, excluded or exempted from state registration requirements. Constellation does not claim that materials in this Site are appropriate or available for use in locations other than [New York]. Constellation makes no representations or warranties that the pages or other materials on the Site are appropriate for use outside the United States. If you choose to access the Site from a location outside the United States, you do so at your own risk, and are responsible for complying with all applicable local laws. Each investment product and service referred to on this Site is intended to be made available only residents of the United States. This Site will not be considered a solicitation for or offering of any investment product or service to any person in any jurisdiction where such solicitation or offering would be illegal.

These terms and conditions of use shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions. The sole and exclusive jurisdiction for any action or proceeding arising out of or related to these terms and conditions of use shall be an appropriate State or Federal court located in New York County in the State of New York and you hereby irrevocably consent to the jurisdiction of such courts.

CHANGES TO TERMS AND CONDITIONS

Constellation reserves the right to change, modify, add or remove any portion of these terms and conditions of use, in whole or in part, at any time. Changes in these terms and conditions of use will be effective immediately upon posting unless we indicate otherwise. You agree to review these terms and conditions of use periodically to be aware of any changes. Your continued use of the Site after any changes to these terms and conditions of use are posted will be considered acceptance of those changes.

SEVERABILITY AND ENTIRE AGREEMENT

If any provision of these terms and conditions are found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of these terms and conditions shall remain in full force and effect. These terms and conditions constitute the entire understanding, and supersedes all other understandings, between you and Constellation concerning the subject matter hereof.

ASSIGNMENT

We may assign these terms and conditions in whole or in part at any time without your consent. You may not assign these terms and conditions or delegate any of your obligations under these terms and conditions. Any purported assignment of these terms and conditions in violation of its terms is void.