PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING THIS SITE AND ANY PAGES THEREOF, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS BELOW, DO NOT ACCESS THIS SITE, OR ANY PAGES THEREOF.

1. Copyright. Copyright © NORTH SOUND CAPITAL. All Rights Reserved. Copyright in the pages and in the screens displaying the pages, and in the information and material therein and in their arrangement and "look and feel" (collectively, the "Site"), is owned by NORTH SOUND CAPITAL or its affiliates ("NORTH SOUND®") unless otherwise indicated. NORTH SOUND expressly authorizes each authorized user to copy electronically or print in hard copy the documents published on the Site for internal reference purposes or other non-commercial, personal use, but not for any other use.

2. Username and Password. NORTH SOUND makes the Site available only to its clients and other persons expressly authorized by NORTH SOUND. The Site contains confidential, nonpublic information and is intended only for the use of the individual or entity that has been specifically authorized to view the information. In consideration of being granted a username and password and permitted access to the Site, the user hereby acknowledges having read and understood these Terms of Use and agrees to be bound hereby. Subsequent use of any username and password issued by NORTH SOUND shall be deemed to constitute full acceptance by the user of these Terms of Use. As a condition to this authorization, the user agrees that any copy which he or she makes of any report or information contained on the Site shall retain all copyright and other proprietary notices contained therein, and that any other use of documents published on the Site without prior written approval from NORTH SOUND is strictly prohibited.

3. Use of Information and Materials. The information and materials contained in the Site, and the terms, conditions, and descriptions that appear, are subject to change. Unauthorized use of the Site and NORTH SOUND's systems including but not limited to unauthorized entry into NORTH SOUND's systems, misuse of passwords, or misuse of any information posted on a site is strictly prohibited. Your eligibility for particular products and services is subject to final determination by NORTH SOUND and/or its affiliates. The investment funds described on the Site have not been registered under the federal securities laws of the United States, the securities laws of any state, or the laws of any other jurisdiction. The information and materials contained in the Site do not constitute a recommendation or solicitation to purchase or sell any security or make any other type of investment or investment decision. In addition, such information is not intended to provide tax, legal or investment advice. In the event of any discrepancy between information displayed on the Site and information sent in paper or "hard copy" form to any user from time to time, the information contained in the hard copy version shall be deemed to be correct.

4. Links. THE SITE MAY CONTAIN LINKS TO WEB SITES CONTROLLED OR OFFERED BY THIRD PARTIES (NON-AFFILIATES OF NORTH SOUND). NORTH SOUND HEREBY DISCLAIMS LIABILITY FOR ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES POSTED OR OFFERED AT ANY OF THE THIRD PARTY SITES LINKED TO THE SITE. BY CREATING A LINK TO A THIRD PARTY WEB SITE, NORTH SOUND DOES NOT ENDORSE OR RECOMMEND ANY PRODUCTS OR SERVICES OFFERED OR INFORMATION CONTAINED AT THAT WEB SITE, NOR IS NORTH SOUND LIABLE FOR ANY FAILURE OF PRODUCTS OR SERVICES OFFERED OR ADVERTISED AT THOSE SITES. SUCH THIRD PARTY MAY HAVE A PRIVACY POLICY DIFFERENT FROM THAT OF NORTH SOUND AND THE THIRD PARTY WEBSITE MAY PROVIDE LESS SECURITY THAN THE NORTH SOUND SITE.

5. No Warranty. THE INFORMATION AND MATERIALS CONTAINED IN THE SITE, INCLUDING TEXT, GRAPHICS, LINKS OR OTHER ITEMS ARE PROVIDED "AS IS", "AS AVAILABLE". NORTH SOUND DOES NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS INFORMATION AND MATERIALS AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THIS INFORMATION AND MATERIALS. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED OR STATUTORY INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUS, IS GIVEN IN CONJUNCTION WITH THE INFORMATION AND MATERIALS.

6. Limitation of Liability. IN NO EVENT WILL NORTH SOUND OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH THE SITE OR ANY LINKED SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF NORTH SOUND, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.

7. Third Party Information. From time to time, information, including news, company reports and other data, prepared by outside parties (non Affiliates of NORTH SOUND) may appear on the Site. By accepting these Terms of Use, the user acknowledges that such third party information is for the user's personal use only and that the user will not retransmit or republish it in any form. The user acknowledges that any such third party information is obtained from sources believed to be reliable, is provided solely on a best efforts basis for the user's convenience, and that no representations, warranties or guarantees are made by NORTH SOUND or any provider of such third party information as to the accuracy, completeness, timeliness or correct sequencing thereof. Third party information has been prepared as of the date(s) indicated and may become unreliable because of subsequent market or economic circumstances. Neither NORTH SOUND nor the provider of such information is under any obligation to update such information or continue to offer such information.

8. Submissions. All information submitted to NORTH SOUND via the Site shall be deemed and remain the property of NORTH SOUND and NORTH SOUND shall be free to use, for any purpose, any idea, concepts, know-how or techniques contained in information a visitor to the Site provides NORTH SOUND through the Site. Nothing contained herein shall be construed as limiting or reducing NORTH SOUND's responsibilities and obligations to customers in accordance with the NORTH SOUND Privacy Policy.

9. Availability. The Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. NORTH SOUND reserves the right to terminate, without prior notice, any person's access to this Site in its sole discretion.

10. Additional Terms. Certain sections or pages on the Site may contain separate terms and conditions, which are in addition to these terms and conditions. In the event of a conflict, the additional terms and conditions will govern for those sections or pages. Nothing contained herein shall supersede, alter or nullify the terms of any other agreements an investor has made or will make with NORTH SOUND Advisors LLC, NORTH SOUND Legacy Fund LLC, NORTH SOUND Legacy International Fund Ltd., NORTH SOUND Legacy Institutional Fund LLC or any affiliate thereof.

11. Governing Law; Injunctive Relief. Use of the Site shall be governed by all applicable Federal laws of the United States of America and the laws of the State of New York without giving effect to the conflict of laws provisions thereof, other than New York General Obligations Law Sections 5-1401 and 5-1402. The user hereby acknowledges and agrees that NORTH SOUND may be harmed irreparably by any violation of this Agreement and that NORTH SOUND shall be entitled to injunctive relief to enforce this Agreement. The user hereby agrees to waive any requirement for the securing or posting of any bond in connection with such remedy.

12. Acceptance of Terms of Use. By clicking on the "I Accept" button below, the user acknowledges that the user has read these Terms of Use and understands them and agrees to be bound hereby. If the user does not agree to any of the Terms of Use, NORTH SOUND is not willing to grant the user access to the Site, and the user should click on the "I Do Not Accept" button below to discontinue the registration process. In such case, the user will be unable to access the Site.