Middle Market Direct Lending

Effective as of November 1, 2013

Please read these Terms of Use before using the Site (as defined below). Your access to and use of the Site is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and Sound Point (as defined below). The Site is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Site is not available to persons under age 18. By accessing and using the Site, you accept and agree to, without qualification, these Terms of Use and represent and warrant that you have the authority to bind the Use to these Terms of Use. If you do not accept and agree to these Terms of Use without qualification, you should exit the Site immediately.

THE SITE

Sound Point Capital Management, LP (“Sound Point Capital”) and/or its respective affiliated entities (collectively, “Sound Point”) provide, through use of their Web site, www.soundpointcap.com (the “Site”), information regarding Sound Point Capital's investment advisory business. This Site is owned and operated by Sound Point and is being provided to you under the following terms and conditions and any operating rules, policies, and procedures that may be published from time to time on this Site by Sound Point (collectively, the “Terms of Use”).

These Terms of Use govern visitors' (“Visitors”) access to and use of the public areas of the Site that are available to all Visitors (“Public Areas”). In addition to the Public Areas of the Site, these Terms of Use also govern investors' and/or other visitors to the Site for whom Sound Point Capital provides login credentials (each, a “Registrant” and collectively with Visitors, “Users”) access to and use of certain non-public restricted areas of the Site (the “Restricted Areas”). Only Registrants may access the Restricted Areas of the Site. Unless otherwise indicated, the term “Site” as used throughout these Terms of Use shall include the Public Areas and the Restricted Areas. For the purposes of these Terms of Use, “you” or “your” shall refer to you as a Visitor to or Registrant of this Site.

PERSONAL AND NON-COMMERCIAL USE LIMITATION

The Site is for your personal and non-commercial use. Sound Point hereby grants you a non-exclusive, non-transferable and limited personal license to access and use the Site, conditioned on your continued compliance with these Terms of Use. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Site. You may not link other websites to the Site without Sound Point's prior written permission. You may print one hard copy of the information and download one temporary copy of the information into one single computer's memory solely for your own personal, non-commercial use and not for distribution, provided that all relevant copyright, trademark and other proprietary notices are kept intact.

All information in the Restricted Areas of the Site is confidential and private and you may not disclose or distribute such information to any other person for any purpose. Such information is made available solely for your personal use in connection with your current or potential investment activities.

You are prohibited from using the Site to advertise or perform any commercial solicitation. You also are prohibited from using any robot, spider, scraper or other automated means to access the Site for any purpose without the prior written permission of Sound Point. You may not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure, interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site, or bypass any measures that we may use to prevent or restrict access to the Site. You shall not, directly or indirectly, reverse engineer, decompile, disassemble, translate or convert any computer programs used to access the Site. Any special rules for the use of certain software and other content accessible on the Site may be included elsewhere within the Site and are incorporated into these Terms of Use by reference. Any rights not expressly granted herein are reserved.

Unauthorized access to and/or use of the Site, or to the telecommunications or computer facilities used to deliver the Site, is a breach of these Terms of Use and is a violation of law.

NON-EUROPEAN INVESTORS

Registering to access and/or accessing the Site and the information that it contains constitutes a request by you, at your initiative, to be provided with information about the funds referenced on this website (the “Funds”). Neither Sound Point Capital nor Sound Point RE, nor any of their affiliates, intends to actively market any Funds to investors in the European Union or the European Economic Area and, therefore, Sound Point Capital (and its affiliates) are outside the scope of the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (the “AIFMD”) and are not subject to the requirements of the AIFMD. If you are a prospective investor located in, or have your registered office in, the European Union or the European Economic Area, as a condition to your use of this Site, you represent that you acknowledge and understand that the information contained on this Site may not include information that Sound Point Capital would have been required to provide to you, or to otherwise make public, had either Sound Point Capital been required to comply with the AIFMD, and Sound Point Capital may not provide to you such information or sales materials which would otherwise have been required by the AIFMD.

REGISTRATION INFORMATION

Any and all investors currently holding interests in investment vehicles managed by Sound Point Capital will be provided login credentials by Sound Point Capital to access the Restricted Areas of the Site. If you are a current investor and have not received such login credentials, please contact Sound Point Capital to obtain access to the Restricted Areas of the Site.

In addition to investors, certain Visitors may request access to the Restricted Areas of the Site by completing and submitting to Sound Point Capital a prospective user questionnaire [insert hyperlink here to questionnaire]. When you submit the questionnaire, you will be required to provide Sound Point Capital with the following information: your name, complete address information, e-mail address, telephone numbers and fax number.

In order to use the Restricted Area, a Registrant must: (a) provide certain current, complete, and accurate information about the Registrant on the questionnaire and otherwise; (b) maintain and update such Registrant information as required to keep information current, complete, and accurate; (c) provide all equipment, including a computer and modem, necessary to establish a connection to the Web; (d) provide for the Registrant's own access to the Web; and (e) pay any telephone, data, hosting or other service fees associated with such access. Sound Point Capital reserves the right to decline to provide you with access, or to terminate your access, to any Restricted Areas if Sound Point Capital learns that you have provided it with false, misleading or inaccurate registration information on the questionnaire, and otherwise at any time and for any reason, in Sound Point Capital's sole and absolute discretion.

REGISTRANT LOGIN CREDENTIALS

Access to and use of the Restricted Areas is through certain login credentials, which include a combination of your username and a password that Sound Point Capital provides to you as an investor, client and/or other Visitor of the Site following its review of your questionnaire and its approval of your access to the Restricted Areas, which approval may be granted or withheld by Sound Point Capital in its sole and absolute discretion.

You are responsible for maintaining the confidentiality of your username and passwords. You are entirely responsible for any and all activities which occur under your username and password whether or not authorized by you. Although Sound Point will not be liable for losses caused by any unauthorized use of Registrant's account, Registrants may be liable for the losses of Sound Point or others due to such unauthorized use.

You may not allow others to use your username or password to access or use any part of the Site. If you know or believe that your username and/or password has been compromised for any reason, you should contact Sound Point Capital immediately to request new login credentials. If you provide your username and password to any third party, you will be solely responsible for any actions taken by such third party using your username and password.

NO SECURITIES OFFERING OR INVESTMENT ADVICE

The materials, content and information available on the Site are for information purposes only and do not constitute any investment advice or advertisement or an offer to sell or a solicitation of an offer to purchase any share/interest in any investment vehicles. Any such offerings of securities may only be made only by prospectus or private offering memoranda by persons who are registered, or not required to be registered as broker-dealers or agents in the particular jurisdiction, and in accordance with applicable law, including, without limitation, the Securities Act of 1933, as amended. The Site is not intended for distribution to or use by any person in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

The information on the Site provided on a confidential basis. It is not intended as and does not constitute investment advice or legal or tax advice or an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. The information in the Site should not be construed as Sound Point's endorsement, recommendation or sponsorship of any company or security. There are inherent risks in relying on, using or retrieving any information found on the Site, and Sound Point urges you to make sure that you understand these risks before relying on, using or retrieving any information on the Site. You should evaluate the information made available through the Site, and you should seek the advice of professionals, as appropriate, to evaluate any opinion, advice, product, service or other information. The material available on the Site has been prepared from original sources and data believed to be reliable. However no representations are made as to the accuracy or completeness thereof, and it is subject to change without notice. Any investment in any privately offered investment product involves a high degree of risk and is suitable only for sophisticated investors.

Sound Point Capital's businesses are not designed or intended to replace any services provided by their respective clients' other legal, tax and financial advisors. Clients of Sound Point Capital, any investors holding interests in investment vehicles managed by Sound Point Capital, or other Visitors or Registered Users of the Site must rely entirely on their own advisors as to legal, tax, financial or other matters relevant to the suitability of any investment.

You acknowledge that any of your requests for information are unsolicited and any information provided or made available by Sound Point shall neither constitute nor be construed as investment advice from Sound Point to you or to form an investment advisory relationship, or any other client relationship between you and Sound Point or any of its affiliates or employees. Sound Point strongly recommends that you seek outside advice from a qualified securities professional. Sound Point does not guarantee the suitability or potential value of any particular investment or information source. Clients of Sound Point Capital may from time to time be invested or otherwise hold an interest in companies or securities that may be discussed on the Site.

FORWARD LOOKING STATEMENTS

THE SITE MAY INCLUDE FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES CONCERNING THE OPERATIONS, PROSPECTS, STRATEGIES, FINANCIAL CONDITION AND FUTURE ECONOMIC PERFORMANCE OF SOUND POINT CAPITAL'S BUSINESSES, AND OF THE FUNDS AND/OR OTHER INVESTMENT VEHICLES MANAGED BY SOUND POINT CAPITAL AS WELL AS SOUND POINT CAPITAL'S INTENTIONS, PLANS AND OBJECTIVES, THAT ARE BEYOND THE CONTROL OF SOUND POINT CAPITAL. THESE STATEMENTS ARE BASED UPON A NUMBER OF ASSUMPTIONS AND ESTIMATES WHICH ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF SOUND POINT CAPITAL. WHEN USED ON THE SITE, WORDS LIKE “ANTICIPATES,” “EXPECTS,” “BELIEVES,” “ESTIMATES,” “SEEKS,” “PLANS,” “INTENDS,” “WILL” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS DESIGNED TO FALL WITHIN SECURITIES LAW SAFE HARBORS FOR FORWARD-LOOKING STATEMENTS. THE SITE AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER FOR SALE OF ANY SECURITIES. NONE OF THE INFORMATION CONTAINED HEREIN IS INTENDED TO BE, AND SHALL NOT BE DEEMED TO BE, INCORPORATED INTO ANY OF OUR SECURITIES OFFERING MATERIALS, SECURITIES FILINGS OR DOCUMENTS.

PERFORMANCE DATA

ANY PERFORMANCE DATA EXPRESSED ON THE SITE IS AN INDICATION OF PAST PERFORMANCE AND DOES NOT INDICATE OR GUARANTEE FUTURE RESULTS. THERE IS A POSSIBILITY OF LOSS ON ALL INVESTMENTS AND INVESTOR PRINCIPAL IS NOT GUARANTEED. THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE, WHICH MAY BE SIGNIFICANTLY AFFECTED BY CHANGES IN ECONOMIC AND OTHER CONDITIONS.

TRUTHFUL INFORMATION

As a condition to your use of the Site, you represent and warrant to, and agree with, Sound Point that, all information, including, without limitation, any information provided on the prospective user questionnaire, that you provide to Sound Point shall be truthful, accurate and complete.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE INFORMATION, SOFTWARE AND/OR SERVICES MADE AVAILABLE ON OR THROUGH THE USE OF THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY SOUND POINT OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

THE USE OF THE SITE IS AT THE USER'S SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. SOUND POINT AND/OR ITS THIRD PARTY PROVIDERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS. SOUND POINT AND/OR ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE USE OF THIS SITE FOR ANY PURPOSE OR AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE SITE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. SOUND POINT AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE SITE. IN NO EVENT SHALL SOUND POINT AND/OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SOUND POINT OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

SOUND POINT AND ANY PERSON CREATING, MAKING AVAILABLE OR TRANSMITTING THE INFORMATION ON THE SITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE SITE.

OWNERSHIP OF CONTENT

The Site and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Sound Point and are protected by U.S. and international copyright and other intellectual property and related laws, rules and regulations, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Site are proprietary to Sound Point, including all registered and unregistered trademarks and service marks of Sound Point. If the Site includes any trademarks, service marks, trade names or logos of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by applicable trademark and intellectual property laws. 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 this Site without the prior written permission of Sound Point or such third party that may own the trademarks displayed on this Site. You may not use the trademarks displayed on the Site. Your use of any Content, whether owned by Sound Point or any third party, without Sound Point's express written permission, is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Sound Point's copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Sound Point.

COPYRIGHT INFRINGEMENT

Sound Point does not permit infringing copyright activities and other infringement of intellectual property rights on its site, and Sound Point will remove Content if properly notified that such Content infringes on another's intellectual property rights. If you are a copyright owner or an agent thereof and believe that any Content made available on the Site infringes upon or otherwise conflicts with your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (d) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and an electronic mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please contact Sound Point's designated Copyright Agent, Sarah Seelaus (sseelaus@soundpointcap.com) to send notifications of claimed infringement. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Sound Point's customer service through the Contact area of the Site. You hereby acknowledge and agree that if you fail to comply with all of the requirements listed above, your DMCA notice may not be valid.

PRIVACY

To the extent that Sound Point collects any information from Users of the Site, the collection and use of such information is governed by Sound Point's Site Privacy Policy [insert hyperlink], which you should read before providing any such information to Sound Point.

NO UNLAWFUL OR PROHIBITED USE

As a condition to your use of the Site, you represent and warrant to, and agree with, Sound Point that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use.

REFERENCES TO PUBLICATIONS AND OTHER COMPANIES

References to any publication or any other company on the Site are for reference and informational purposes only and are not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations of Sound Point or that Sound Point endorses, recommends or approves the services or products of such companies. News stories reflect only the author's opinion and not necessarily that of Sound Point.

LINKS TO THIRD PARTY WEBSITES

The Site contains links to websites operated by parties other than Sound Point, which Sound Point may not have been screened or reviewed and which may contain inaccurate, inappropriate or offensive material, products or services. Sound Point does not control such websites, and Sound Point assumes no responsibility or liability regarding the accuracy, reliability, legality or decency of such third-party websites, content, products or services. Such hyperlinks are provided for your convenience only. Sound Point's inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.

MODIFICATION AND MONITORING OF SITE

You will be required to accept these Terms of Use each time that you use the Site. Sound Point may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice to you. We suggest that you check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link at the bottom of each page. If you use the Site after we post changes to these Terms of Use, you accept the changed Terms of Use. Sound Point expressly reserves the right to monitor any and all use of the Site.

Sound Point has the right, but not the obligation, to monitor and record activity on the Site and respond as it deems appropriate. We may monitor and record activity on the Site for any reason or for no reason. Sound Point may investigate any complaint or reported violation of our policies. 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.

TERMINATION AND CANCELLATION

Sound Point may modify or terminate the Site and terminate your access to the Site, without notice at any time and for any reason.

INDEMNITY

You agree, at your own expense, to indemnify, defend and hold harmless Sound Point, its parents, subsidiaries and affiliates, and their officers, partners, managers, members, employees, agents, distributors, service providers, contractors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in, arising out of or in any way related to your breach of these Terms of Use or the Privacy Policy, your use of the Site or any product or service related thereto, or any of your other acts or omissions.

APPLICABLE LAW AND JURISDICTION

Unless otherwise specified, Sound Point controls and operates the Site from its offices within the United States of America.

Sound Point does not claim that materials in the Site are appropriate or available for use in locations other than those within the United States. If you choose to access the Site from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

Software from the Site and any data included on the Site is further subject to United States export controls. Software and data from the Site may not be downloaded or otherwise exported or reexported outside the United States. By downloading or using such software or data, you represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory outside of the United States.

These Terms of Use are governed by the laws of the State of New York, without regard to its choice of law provisions. You hereby consent to the exclusive and personal jurisdiction and venue of the State and Federal courts in New York, New York, which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms of Use, the use of the Site or any product or service related thereto. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

GENERAL

You agree that no joint venture, partnership, employment or agency relationship exists between you and Sound Point as a result of these Terms of Use or use of the Site.

Sound Point's performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of Sound Point's right to comply with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Sound Point with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Site after accessing the Site, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Site in a manner consistent with applicable laws and regulations and in accordance with these Terms of Use, as Sound Point may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and Sound Point with respect to the Site and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Sound Point with respect to the Site. No delay or failure on the part of either party in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy. No waiver whatsoever shall be valid unless in writing, signed by the party to be charged, and then only to the extent therein set forth.

You shall not assign or otherwise transfer these Terms of Use, in whole or in part, or delegate or subcontract any of its rights or obligations hereunder, without Sound Point's prior written consent. Any attempted transfer or delegation by you without Sound Point's consent will be void. These Terms of Use will bind and inure to the benefit of each party's successors and permitted assigns.

You agree to be bound by any agreement or consent you transmit to or through the Site via any media or electronic device, including internet, telephone and wireless devices.

Sound Point Capital Management, LP
375 Park Avenue, 33rd Floor
New York, NY 10152
212-895-2280
marketing@soundpointcap.com

Effective Date: July 1, 2023

This Online Privacy Policy (“Privacy Policy”) describes how Sound Point Capital Management, LP (“Sound Point Capital”) and our affiliated entities (collectively, “Sound Point”, “we”, “us”, or “our”) may collect, use, and disclose personal information that we collect through our websites, soundpointcap.com and soundpointacquisition.com (collectively, the “Sites”). By visiting or submitting information on the Sites, you acknowledge that you accept the practices and policies outlined in this Privacy Policy. If you do not agree to this Privacy Policy, please do not use the Sites.

U.S. investors and other financial services clients, customers, and potential clients should review Sound Point's Financial Privacy Notice, which governs how we collect, use and share your nonpublic personal information while delivering financial products or services to you.

Individuals located in Europe should review Sound Point's European Privacy Notice, provided in accordance with the European Union and United Kingdom's General Data Protection Regulations.

Individuals located in the Cayman Islands should review Sound Point's Cayman Islands Privacy Notice, provided in accordance with the Cayman Islands Data Protection Law.

Residents of California should review Sound Point's California Privacy Notice, provided in accordance with the California Consumer Privacy Act.

PERSONAL INFORMATION WE COLLECT

We may collect the following types of personal information directly from you, automatically when you visit our Sites, or from our service providers or third parties, depending on how you interact with us:

Contact information, including your name, e-mail address, phone number, fax number, and postal address;

Account information, including your login and password;

Communications with us, including information you provide to us in e-mail or through online forms; and

Internet or other electronic network activity information, including IP address, online identifier, browsing history, search history, information on a consumer's interaction with our Sites, application logs, device data and registration, social media account information or advertisement, your usage preferences, referring links from websites or advertisements that refer you to our Sites, and information collected from Cookies and other tracking technologies.

We may combine certain personal information we collect about you with other personal information we obtain about you, which may include data we obtain from other sources.

HOW WE USE PERSONAL INFORMATION

We may use your personal information to:

Provide services to you, including fulfilling requests related to your personal information.

Manage online account records and access.

Facilitate communications with you, including notifying you of features or special events, providing information about our products and services and our business partners services, inviting you to participate in our events or surveys, and providing you with other information we feel may be of interest to you.

Provide access to, customize, analyze, adjust, secure and improve the Sites.

Prevent, investigate, identify, or otherwise take action regarding suspected or actual fraudulent or illegal activity, or any activity that violates or may violate applicable laws, regulations, or legal process and our policies.

Comply with applicable laws, regulations, or legal processes, as well as industry standards and our company policies.

Evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets in which personal information held by us is among the assets transferred.

HOW WE DISCLOSE PERSONAL INFORMATION

We may disclose personal information we obtain through the Sites to:

Our affiliates, including our subsidiaries and strategic business partners, who may use your information for purposes similar to the purposes for which we collect such information.

Service providers and contractors that we retain to perform services on our behalf, including financial service providers, such as administrators, placement agents and prime brokers, who assist Sound Point as part of the ordinary course of servicing investment; marketing companies; customer support specialists; web hosting companies; fulfillment companies, such as companies that coordinate mailings; data analysis firms; and e-mail service providers.

Professional advisers, including counsel, accountants and auditors, and persons acting in a fiduciary or representative capacity, such as an IRA custodian or trustee.

Third parties if we believe disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or governmental request and enforce our agreements and policies.

Service providers, contractors, and third parties to protect the security or integrity of the Sites or our services and products; to protect ourselves, our customers, or the public from harm or illegal activities; or to respond to an emergency which we believe in good faith requires us to disclose data to assist in preventing a death or serious bodily injury.

Third parties in connection with a sale, merger, liquidation, dissolution, or sale or transfer of any portion of the assets of Sound Point, including negotiations of such transaction.

COOKIES AND TRACKING TECHNOLOGIES

We, and vendors acting on our behalf, may use cookies and other types of tracking technologies (collectively “Cookies”) on our Sites to collect and analyze information about interactions with the Sites. Cookies may serve several purposes, including storing information to help the Sites function properly, recognize your device when you visit our Sites again, and help us understand your use of our Sites over time. We, and our vendors, may link the information collected by Cookies to other information collected about you.

We may use Cookies to:

Help you access and navigate the Sites more efficiently and to statistically monitor how many people are using the Sites.

Recognize your login information and preferences, so that you do not need to enter the information each time you visit our Sites.

Analyze your use of the Sites, including by collecting information about which pages on our Sites you viewed or links you clicked and how you interacted with our content during your visit or over multiple visits.

Customize your browsing experience on our Sites by showing you information more likely to be relevant to you.

Deliver advertisements, customize advertisements, and track advertising campaign efficiency.

We, or our vendors, may collect personal information about your online activities over time and across different devices and online websites when you visit the Sites.

Your web browser may have settings that allow you to transmit a “Do Not Track” signal when you visit various websites or use online services. Like many websites, our Sites are not designed to respond to “Do Not Track” signals received from browsers. To learn more about “Do Not Track” signals, visit allaboutdnt.com. You may set your browser to notify you of or decline the receipt of Cookies; however, certain features of the Sites may not function properly or be available if your browser is configured to disable Cookies. We are not responsible for opt-out processes provided by external parties.

You may be able to opt out of certain interest-based advertising using your browser settings. To find out more about how these online analytics services manage the privacy of information in conjunction with delivering ads online, and how to opt out of information collection by these networks, please visit: youradchoices.com/appchoices, optout.aboutads.info, or thenai.org. Opting out through these services does not mean you will no longer receive advertising.

CONTROL OF YOUR PERSONAL INFORMATION

You can review and request that we change your personal information by contacting us at marketing@soundpointcap.com. You may request that we change your username, password, e- mail address, contact information, financial information, other personal information and user preferences. You must promptly contact us to update your personal information if it changes or is inaccurate.

You may request that we deactivate your password and remove your contact information and financial information from our active databases. Your password may be deactivated based on your account activity and in accordance with our deactivation policy.

We may use your personal information to contact you with newsletters, marketing or promotional materials, and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any e-mail we send or by contacting us. We may use e-mail marketing service providers to manage and send e-mails to you.

EXTERNAL WEBSITES

The Sites contain links to third-party websites. Please be aware that we cannot control and are not responsible for the information collection practices of such websites, which may differ from those of Sound Point. We encourage you to review and understand the privacy policies of these websites before providing any information to them.

SITE VISITORS FROM OUTSIDE THE UNITED STATES

The Sites are hosted in the United States. If you are visiting the Sites from outside the United States, please be aware that your information will be transferred to, stored, and processed in jurisdictions other than your country of residence, including the United States. The data protection laws of these jurisdictions, including the United States, might not be the same as those in your country.

SECURITY

We use reasonable procedural, technical, and physical safeguards to protect your personal information against unauthorized or illegal access, destruction, use, modification, disclosure, loss or theft.

We want you to feel confident using the Sites. However, no system can be completely secure. Therefore, although we take steps to secure your information, we do not promise, and you should not expect, that your personal information, searches, or other communications will always remain secure.

CHILDREN

The Sites are not intended for, nor targeted to, children under 18, and we do not knowingly collect any personal information from children under 18. If we become aware that an individual submitting information is under 18, we will delete the information in accordance with applicable law.

CHANGES TO THIS POLICY

This Privacy Policy may change from time to time. Amendments will be indicated by the Effective Date at the beginning of this Privacy Policy.

CONTACT US

If you have questions about this Privacy Policy, you can contact us at:

Sound Point Capital Management, LP
375 Park Avenue, 33rd Floor
New York, NY 10152

Email: marketing@soundpointcap.com
Telephone: 1-833-217-6665

No mobile phone information will be shared with third parties/affiliates for marketing/promotional purposes. All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.