CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

WEBSITE USE AGREEMENT

THIS WEBSITE USE AGREEMENT (this “Agreement”) GOVERNS YOUR (the “User”) ACCESS TO AND USE OF THE ENGAGED CAPITAL, LLC (“Engaged”) WEB SITE AND THE CONTENT AND INFORMATION PROVIDED ON OR THROUGH THE WEB SITE. EACH TIME YOU USE THE WEB SITE, THIS AGREEMENT AS IT THEN READS, WILL GOVERN YOUR USE. ACCORDINGLY, WHEN YOU USE THE WEB SITE YOU SHOULD CHECK THE DATE OF THIS AGREEMENT (WHICH APPEARS AT THE TOP OF THIS AGREEMENT) AND REVIEW ANYCHANGES SINCE THE LAST VERSION.

Use
The use of the Website and content is solely for the purpose of evaluating an investment fund managed by Engaged or for evaluating Engaged as an investment advisor.
You agree to adopt appropriate security measures to limit access to your employees or permitted representatives.
Your employees and permitted representatives may access this Website only with a valid username, password and/or any additional form of security that Engaged, at its sole discretion, may require ("Authorized Representatives"). You are solely responsible and liable for the activities of your Authorized Representatives, including, without limitation, terminated or former Authorized Representatives, who have access to and use this Website. If any Authorized Representative who had access to or use of the Website is no longer employed or retained by you, you agree to take any steps necessary to ensure that such Authorized Representative no longer has access to and use of this Website. You agrees that all ID’s and passwords which allow an Authorized Representative access to this Website, are for business use only, and are not transferable to anyone else.

Confidentiality
You agree that this Website and all portions thereof, including all content therein, are the sole and exclusive property of Engaged. Nothing herein shall be construed to grant or convey any right, title, license or other interest in the content to you.
You agree that the content is confidential and proprietary business information of Engaged, the whole or partial disclosure of which, whether deliberate or inadvertent, may irreparably harm Engaged and/or its affiliates, including any funds managed by Engaged.
You agree to hold all content in confidence by employing the same degree of care in protecting the confidentiality of the content as you take in protecting your own proprietary and confidential information.
You agree that you (a) won’t sell, utilize, implement, appropriate or otherwise use the content, and will direct your Authorized Representatives not to use the content, for any purpose whatsoever, without the express written permission of Engaged, and (b) shall not, without the prior written consent of Engaged, duplicate, copy, photograph or make other copies or drawings of the content unless required for the purpose set forth herein.

(a) Exclusions. Confidentiality shall be deemed to exclude information that:

(1) Is or becomes generally available to the public or to persons generally knowledgeable in the industry of Engaged, without violation of this Agreement by you or any of your Authorized Representatives;

(2) As shown by written records, was known to you prior to disclosure thereof by Engaged and was not obtained from any person whom you had reason to believe was under an obligation of confidentiality to Engaged; or

(3) Is disclosed to you or your Authorized Representatives by a third party under no obligation of confidentiality to Engaged and without violation of this Agreement by you.

No Warranty
You acknowledges and agree that neither Engaged nor any of the officers, directors, managers, employees, agents or controlling persons of Engaged makes any express or implied representation or warranty as to the accuracy or completeness of the Content, and you agree that neither Engaged nor its officers, directors, managers, employees, agents or controlling persons of Engaged shall have any liability to you or any of your Authorized Representatives relating to or arising from your use of any content. You also agree that you are not entitled to rely on the accuracy or completeness of the content.

Enforcement.
You hereby agree that in the event of any breach of any of the provisions of this Agreement by you, Engaged or the funds managed by Engaged may suffer irreparable harm and that monetary damages would not be a sufficient remedy for such breach, and without prejudice to any rights and remedies otherwise available to Engaged or the funds managed by Engaged at law or in equity, Engaged and the funds managed by Engaged shall be entitled to equitable relief, including an injunction and specific performance without the need to prove actual damages. Each of you and Engaged hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the United States of America located in Los Angeles, California for any actions, suits or proceedings arising out of or relating to this Agreement; and each further agrees not to commence any action, suit or proceeding related thereto except in such courts. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in the courts of the United States of America located in Los Angles, California, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

This Agreement shall be governed by the laws of the State of California (without application of any choice of law principles).

This Agreement constitutes the entire agreement between the parties in regard to the content of the Website and supersedes any prior oral or written representations or agreements in regard to said matters.

DISCLAIMER
THE CONTENT OF THIS WEBSITE IS NOT AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY INTERESTS IN A FUND OR INVESTMENT VEHICLE (A ”FUND”) MANAGED BY ENGAGED CAPITAL, LLC (“ENGAGED”) AND IS BEING PROVIDED TO YOU FOR INFORMATIONAL PURPOSES ONLY. THIS CONTENT IS SUPPLEMENTAL TO MATERIALS ALREADY PROVIDED BY ENGAGED AND IS TO BE CONSIDERED IN THE CONTEXT OF ALL INFORMATION PROVIDED BY ENGAGED. THIS CONTENT IS NOT (AND SHOULD NOT BE RELIED ON AS) LEGAL, TAX, OR INVESTMENT ADVICE. AN OFFERING OF INTERESTS IN A FUND WILL BE MADE ONLY BY MEANS OF A CONFIDENTIAL PRIVATE OFFERING MEMORANDUM AND ONLY TO QUALIFIED INVESTORS IN JURISDICTIONS WHERE PERMITTED BY LAW. AN INVESTMENT IN A FUND IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. ANY FUND HAS SUBSTANTIAL LIMITATIONS ON INVESTORS’ ABILITY TO REDEEM OR TRANSFER THEIR INTERESTS IN A FUND, AND NO SECONDARY MARKET FOR A FUND’S INTERESTS EXISTS OR IS EXPECTED TO DEVELOP. ALL OF THESE RISKS, AND OTHER IMPORTANT RISKS, ARE DESCRIBED IN DETAIL IN EACH FUND’S CONFIDENTIAL PRIVATE OFFERING MEMORANDUM. PROSPECTIVE INVESTORS ARE STRONGLY URGED TO CAREFULLY REVIEW THE APPLICABLE CONFIDENTIAL PRIVATE OFFERING MEMORANDUM AND CONSULT WITH THEIR OWN FINANCIAL, LEGAL, AND TAX ADVISORS BEFORE INVESTING IN A FUND. NO ASSURANCE, REPRESENTATION, OR WARRANTY IS MADE BY ANY PERSON THAT ANY OF THE AIMS, ASSUMPTIONS, EXPECTATIONS, OBJECTIVES, AND/OR GOALS HEREIN WILL BE ACHIEVED. NOTHING CONTAINED IN THIS CONTENT MAY BE RELIED UPON AS A GUARANTEE, PROMISE, ASSURANCE, OR REPRESENTATION AS TO THE FUTURE.

CERTAIN INFORMATION CONTAINED HEREIN CONSTITUTES FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE HIGHLY SPECULATIVE AND REPRESENT THE OPINIONS OF ENGAGED AND/OR ITS PRINCIPALS, WHOSE OPINIONS MAY CHANGE. THERE IS NO GUARANTEE THAT SUCH FORWARD-LOOKING STATEMENTS WILL OCCUR. DUE TO THE VARIOUS RISKS AND UNCERTAINTIES, ACTUAL EVENTS OR RESULTS OR ACTUAL PERFORMANCE OF INVESTMENTS MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS. IN ADDITION, A PORTION OF THE INFORMATION CONTAINED HEREIN INCLUDES OPINIONS, STATEMENTS, ESTIMATES AND ANALYSIS BASED ON THE INVESTMENT MODELS, PREDICTIONS, AND ASSUMPTIONS THAT ARE PROPRIETARY TO ENGAGED AND/OR ITS PRINCIPALS. THERE IS NO GUARANTEE WITH RESPECT TO THE ACCURACY OF SUCH OPINIONS, STATEMENTS, ESTIMATES, MODELS, PREDICTIONS, AND ASSUMPTIONS. TO THE EXTENT THESE OPINIONS, STATEMENTS, ESTIMATES, MODELS, PREDICTIONS, AND ASSUMPTIONS ARE NOT CORRECT, ACTUAL EVENTS AND OUTCOMES MAY VARY SUBSTANTIALLY FROM THOSE SHOWN. CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED AND NON-PUBLISHED SOURCES AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY ENGAGED, WHO DOES NOT ASSUME RESPONSIBILITY FOR THE ACCURACY OF SUCH INFORMATION. THERE IS NO OBLIGATION TO UPDATE THE MATERIALS HEREIN. ENGAGED IS A NEWLY FORMED INVESTMENT MANAGER AND ITS FUNDS ARE NEWLY FORMED FUNDS THAT LAUNCHED ON OCTOBER 1, 2012. ANY PERFORMANCE OR INVESTMENTS PREVIOUSLY MADE BY THE PRINCIPALS WILL NOT REFLECT INVESTMENTS MADE BY THE FUNDS MANAGED BY ENGAGED. IT SHOULD NOT BE ASSUMED THAT INVESTMENTS MADE IN THE FUTURE WILL NECESSARILY BE AS PROFITABLE AS OR WILL EQUAL THE PERFORMANCE OF INVESTMENTS DISCUSSED HEREIN. AN INVESTOR’S PERFORMANCE MAY DIFFER BASED ON TIMING OF CONTRIBUTIONS AND WITHDRAWALS. THERE CAN BE NO ASSURANCES THAT THE FUNDS WILL HAVE A RETURN OF INVESTED CAPITAL SIMILAR TO THE RETURNS OF OTHER ACCOUNTS MANAGED OR MANAGED BY THE PRINCIPALS IN THE PAST BECAUSE, AMONG OTHER REASONS, THERE MAY BE DIFFERENCES IN INVESTMENT POLICIES, ECONOMIC CONDITIONS, REGULATORY CLIMATE, PORTFOLIO SIZE, LEVERAGE, OR EXPENSES. ANY INVESTMENT IN THE FUND ENTAILS A RISK OF LOSS, INCLUDING THE ENTIRE PRINCIPAL AMOUNT INVESTED. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE PERFORMANCE. THE INFORMATION PRESENTED HEREIN IS CURRENT AS OF THE PARTICULAR DATE SPECIFIED. SUCH INFORMATION IS UNAUDITED AND IS SUBJECT TO CHANGE IN FUTURE PERIODS WITHOUT NOTICE.

THE INDEX RETURNS ARE PROVIDED FOR PURPOSES OF COMPARISON AND INCLUDE THE REINVESTMENT OF DIVIDENDS AND, UNLIKE THE FUND’S RETURNS, DO NOT REFLECT FEES OR EXPENSES. UNLIKE THE FUND, WHICH IS ACTIVELY MANAGED AND PERIODICALLY MAY MAINTAIN A CASH POSITION, AN INDEX IS UNMANAGED AND FULLY INVESTED. THE COMPARISON OF THE FUND’S PERFORMANCE TO THESE INDICES MAY BE INAPPROPRIATE BECAUSE THE FUND’S PORTFOLIO IS NOT AS DIVERSIFIED AND MAY BE MORE OR LESS VOLATILE THAN THESE INDICES. THE RUSSELL 2000 INDEX MEASURES THE PERFORMANCE OF THE SMALL-CAP SEGMENT OF THE U.S. EQUITY UNIVERSE. THE RUSSELL 2000 INDEX IS A SUBSET OF THE RUSSELL 3000 INDEX REPRESENTING APPROXIMATELY 8% OF THE TOTAL MARKET CAPITALIZATION OF THAT INDEX. IT INCLUDES APPROXIMATELY 2,000 OF THE SMALLEST SECURITIES BASED ON A COMBINATION OF THEIR MARKET CAP AND CURRENT INDEX MEMBERSHIP. THE HEDGE FUND RESEARCH, INC. EVENT DRIVEN INDEX (“HFRI EVENT DRIVEN INDEX”) REPRESENTS INVESTMENT MANAGERS WHO MAINTAIN POSITIONS IN COMPANIES CURRENTLY OR PROSPECTIVELY INVOLVED IN CORPORATE TRANSACTIONS OF A WIDE VARIETY INCLUDING, BUT NOT LIMITED TO, MERGERS, RESTRUCTURINGS, FINANCIAL DISTRESS, TENDER OFFERS, SHAREHOLDER BUYBACKS, DEBT EXCHANGES, SECURITY ISSUANCE, OR OTHER CAPITAL STRUCTURE ADJUSTMENTS. INCEPTION TO DATE RESULTS FOR THE RUSSELL 2000 INDEX AND THE HFRI EVENT DRIVEN INDEX CORRESPOND TO THE INCEPTION DATE FOR THE FUND, WHICH IS OCTOBER 1, 2012.

NEITHER THIS CONTENT NOR ANY INFORMATION CONTAINED HEREIN MAY BE DISTRIBUTED IN ITS CURRENT OR ANY MODIFIED FORM WITHOUT THE PRIOR EXPRESS AND WRITTEN AUTHORIZATION OF ENGAGED. BY ACCEPTING THIS CONTENT, YOU ACKNOWLEDGE AND AGREE THAT ALL OF THE INFORMATION CONTAINED IN THIS CONTENT SHALL BE KEPT STRICTLY CONFIDENTIAL BY YOU. NONE OF THE INFORMATION CONTAINED HEREIN HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, ANY SECURITIES ADMINISTRATOR UNDER ANY STATE SECURITIES LAWS, OR ANY OTHER GOVERNMENTAL OR SELF-REGULATORY AUTHORITY. NO GOVERNMENTAL AUTHORITY HAS PASSED ON THE MERITS OF THE OFFERING OF INTERESTS IN THE FUND OR THE ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.