Legal

TERMS & CONDITIONS

PLEASE READ THESE TERMS & CONDITIONS OF USE (THE “TERMS”) CAREFULLY BEFORE ENTERING THIS WEBSITE (THE “WEBSITE”) OF OVERBAY CAPITAL PARTNERS INC. AND OCP FUND MANAGEMENT LP. EACH TIME YOU USE THIS WEBSITE, YOU SIGNIFY YOUR CONSENT TO THESE TERMS WITHOUT LIMITATION OR QUALIFICATION. THESE TERMS MAY BE MODIFIED AT ANY TIME WITHOUT NOTICE TO YOU BY POSTING REVISED VERSIONS OF THE TERMS ON THIS WEBSITE, WHICH WILL IMMEDIATELY BECOME EFFECTIVE. BY CONTINUING TO USE THIS WEBSITE, YOU CONSENT TO ANY SUCH CHANGES. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE THIS WEBSITE.

Overbay Capital Partners Inc. (“Overbay”) and its subsidiaries and affiliates, including OCP Fund Management LP (“OCP LP”), are referred to collectively herein as “OCP”, “we” and “us”.

No Offer

The information, tools and material presented in this Website are provided to you for informational purposes only and are not intended to be, and should not be used or considered as an offer, recommendation or a solicitation to sell or an offer, recommendation or solicitation to buy or subscribe to any securities, financial instruments, investment management services or advisory services. Further, the information contained in this Website does not constitute a commitment to lend money, underwrite any proposed transaction, purchase securities or other assets, provide or arrange financing, or provide any other services. It is the user’s responsibility to evaluate the accuracy, completeness and usefulness of any content provided on this Website. Your use of the Website constitutes your acknowledgement that you bear all risks associated with using such content.

Any offering of securities will be conducted in accordance with applicable law, including delivery to any prospective investors of offering documents containing prescribed disclosures. In general, private capital markets securities are considered to be high risk and are for qualified investors only.

In certain cases, an offering memorandum containing important information relating to the securities described in this Website has been filed with the securities regulatory authorities. A copy of the offering memorandum is required to be delivered to you at the same time or before you sign the agreement to purchase any securities described in such offering memorandum. This Website does not provide disclosure of all information required for an investor to make an informed investment decision. Where an offering memorandum is has been prepared, related content on this Website should be read in conjunction with, and is qualified in its entirety by, the offering memorandum. Investors should read such offering memorandum, especially the risk factors relating to the securities offered, before making an investment decision.

Securities legislation in certain of the provinces and territories of Canada provides purchasers with a statutory right of action for damages or rescission in cases where an offering memorandum or any amendment thereto contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or is necessary to make any statement contained therein not misleading in light of the circumstances in which it was made (a “misrepresentation”). These rights, or notice with respect thereto, must be exercised or delivered, as the case may be, by purchasers within the time limits prescribed and are subject to the defenses and limitations contained under the applicable securities legislation. Purchasers should refer to the securities legislation applicable in their province or territory along with the regulations, rules and policy statements thereunder for the complete text of these provisions or should consult with their legal advisor. The statutory rights of action described above are in addition to and without derogation from any other right or remedy that purchasers may have at law.

This Website does not intend to provide investment, tax or legal advice and OCP has rendered no advice concerning the legal, regulatory or accounting treatment, or possible tax consequences of any transaction described herein. OCP does not represent that the securities, financial instruments, products or services are suitable or appropriate for all investors or customers. Decisions based on information contained on this Website are the sole responsibility of the user. Prior to the execution of any transaction involving information provided by this Website, the user should consult its business advisor, attorney, and/or tax and accounting advisors with respect to the price, suitability, value or other aspects of any stock, bond, mutual fund, security or other investment. Depending on the user’s specific investment objectives and financial position, the investments discussed on this Website may or may not be suitable. It is up to the user to weigh any investment decision carefully.

Connected Issuers

Cygnus/KKR Master Focus Fund LP, Cygnus Secondary Focus Fund LP and other investment vehicles in respect of which OCP LP acts as the investment fund manager may each be a “connected issuer”, and may be considered to be a “related issuer” (as such terms are defined in National Instrument 33-105 Underwriting Conflicts) of OCP LP, an exempt market dealer in the provinces and territories of Canada, in connection with the distribution of their securities, which may result in potential conflicts of interest.

Content Disclaimers

We make reasonable efforts to ensure accuracy with respect to the Content (as defined below), but at times we may not promptly update or correct the Website even if we are aware that it is inaccurate, outdated or otherwise inappropriate. Dated information speaks only as of the date indicated, and not as of the date that you may access the information. OCP does not warrant or guarantee the accuracy or completeness of the information made available on the Website. In addition, OCP reserves the right, in its sole discretion, without any obligation and without any notice, to change, modify or delete the information, materials and descriptions on this Website and to suspend or deny access to it. OCP may discontinue or change any product or service described on this Website at any time.

Amounts identified in the Website as “invested since inception” or “lent since inception” refer to investments originated (or “committed”) on behalf of our investors, co-investment partners, and joint ventures. Committed investments may include both funded and unfunded commitments relative to certain investments. Amounts identified in the Website as the “investment portfolio” refer to current committed investments across our investor and joint venture portfolios.

Past performance should not be taken as an indication or guarantee of future performance, and no representation or warranty, express or implied, is made regarding future performance. Opinions and/or estimates reflect a judgment at the original date of publication by OCP and are subject to change without notice. The price, value of and income from any of the financial instruments mentioned on this Website may change over time.

This Website may contain, or may be deemed to contain, forward-looking information and forward-looking statements. The use of any of the words “will”, “target”, “estimate”, “expect”, “may”, “seek”, “should”, “believe” and similar expressions are intended to identify forward-looking statements and information. These statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements and information. Forward-looking statements and information reflect our current beliefs, expectations, estimates and projections. Our assumptions are based on information currently available to us. We believe that our expectations are reasonable, but no assurance can be given that these expectations will prove to be correct. A number of factors could cause actual results to differ materially from the results expressed or implied in the forward-looking statements and information, including, but not limited to, the factors identified as “Risk Factors” in any offering memorandum or similar offering document. These forward-looking statements and information are given as of the dates specified and we disclaim any intent or obligation to update any such information or statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws..

Third-Party Information and Sites

OCP does not guarantee the accuracy or completeness of any information or data from third-party sources. The Website may also contain links to sites owned and operated by other parties. Inclusion of these links and services on the Website does not constitute our endorsement of the materials on those third-party sites and does not signify any affiliation with the owners or operators of those third-party sites and services. Your use of such third-party sites and services is subject to the terms and conditions set by the third-party site or service in question. OCP is not responsible for and has no control over the privacy policies of those sites. We encourage you to review the privacy policies of those sites prior to providing them with any information.

Accessing the Website

If you have been provided with a username and password in order to access certain services and sections of the Website, you are responsible for maintaining the confidentiality of your username and password, and you agree to accept responsibility for all activities that occur under your username or password. OCP will not be responsible or liable for any loss, expense or damage arising in any way from the use of the username and password or the accessing of information or materials therewith. You agree to notify OCP immediately of any loss, theft, disclosure or unauthorized use of your password or any other breach of security.

Conduct on the OCP Website

OCP does not want to receive, and you are deemed to covenant and agree through the use of the Website not to provide, any information or materials to OCP that are defamatory, threatening, obscene, harassing, in violation of any law, governmental requirements or otherwise unlawful, or that incorporate the proprietary information or materials of another person or entity.

While accessing or using any portions of the Website, you agree that neither you nor your agents shall do any of the following, including, without limitation, violating or attempting to violate the security of the Website:

• tamper with any portion of the Website;
• impersonate any person or entity or misrepresent your affiliation with any other person or entity;
• conduct fraudulent activities on the Website;
• obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Website through any means, including through the use of meta tags or other hidden text or by other means not intentionally made publicly available or provided for through the Website;
• engage in “spidering,” “screen scraping,” “database scraping,” mining or harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on any of the Website, or obtaining lists of users or other information from or through the Website, including, without limitation, any information residing on any server or database connected to the Website;
• interrupt, damage, disable, overburden or impair the Website or interfere with any other party’s use and enjoyment of the Website, such as sending mass unsolicited messages or “flooding” servers with requests;
• circumvent, reverse engineer, decrypt, or otherwise alter or interfere with (or attempt, encourage or support anyone else’s attempt to do any of the foregoing) the Website or its services or any software on the Website;
• attempt to probe, scan, or test the vulnerability of the Website or to breach the security or authentication measures without proper authorization;
• violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right; or
• remove any notices, warnings, labels, annotations, or instructions from any portion of the Website, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions.

Any violations of these Terms, this Website, system, or network security, including attempts to intentionally access a computer without authorization or exceed your authorized access level, may result in civil and criminal charges. OCP may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. OCP may, without prior notice or warning of any kind, restrict or terminate the access of any and all users at any time and for any reason, to all or any portion of the Website, including if, among other things, OCP concludes in its sole discretion that such restriction or termination is necessary to prevent, or prevent the further spread of, a virus, security breach, or system malfunction.

Ownership of Content

All text, images, graphics, sounds, software code and other content (“Content”) on the Website, including the selection and arrangement thereof, are protected under the copyright laws, trademark laws and other intellectual property laws of Canada and are the property of OCP or its affiliates or applicable third parties, unless otherwise stated. They may only be used for the personal education of visitors to the Website and they may not be placed in the public domain. You may not reproduce, redistribute, publish or otherwise use by electronic or any other means any of the Content without OCP’s prior written consent.

Trademarks

Overbay’s and OCP’s names and logos on the Website are trade marks of Overbay or OCP. They may not be used or displayed without the prior written consent of OCP. All other trademarks, service marks and company names and logos appearing on the Website are the property of their respective owners and their use shall not be construed as an endorsement of OCP of any kind.

Visitors from Outside Canada

The Website and services are offered from Canada. We make no representations or warranties that the Website or services are appropriate or available for use in countries outside of Canada. Offshore visitors who choose to access the Website and services from outside of Canada do so at their own initiative and are responsible for compliance with any and all local laws and regulations that may apply to such access and use. If you use the Website outside of Canada, you consent to having your personal data transferred to and processed in the Canada. Access to the Website and the services is prohibited where such access or use violates applicable laws or regulations.

 

PRIVACY POLICY

This section describes our privacy practices with respect to the personal information we collect online in connection with the Website and sets out our obligations and yours with respect to your use of the Website. It applies only to the Website and does not necessarily apply to our off-line collection of information.

Information Collected and Tracked

OCP may collect and retain two types of information about Website users: (i) personal information that individual visitors voluntarily provide when using the Website or on certain other occasions (such as via forms or in emails); and (ii) tracking data, which from time to time may be automatically collected from every Website visitor.

We may, from time to time, store and archive the information you submit to or through the Website. The information that we gather may include your name, title and address, telephone number, email address or other elements of personal information. In addition, if you contact us, we may keep a record of your correspondence, including any information contained therein. You may decline to provide any personal information, but please realize that you thereby may be unable to access certain services and sections of the Website.

In addition to the information you submit to or through the Website, we also may collect and store data from and about you gathered in the course of your use of the Website. Such tracking data may include, without limitation, information regarding the number and frequency of visits to the Website, the Websites that you access before and after you visit the Website, the software and operating system used to access the Website and your IP address and Internet service provider.

Use of Cookies

OCP or any third-party service provider may use cookies, local shared objects, web beacons and other similar technology (collectively, “Cookies”) in connection with your use of the Website, as may certain other sites that provide content on the Website. Cookies are small pieces of information that a Website transfers to your computer’s hard drive for record-keeping purposes and may have unique identifiers and transmit information about you and how you use the Website. Such information may include your search preferences, your browser type and the date and time of use. If you choose, you can disable some (but not all) Cookies in your device or browser settings, but doing so may affect your ability to use the Website or receive certain third-party services provided through the Website.

How We Use Your Information

The information that you provide to us and that we may collect in the future is used for our business purposes and the purpose for which you provided it only, subject to these Terms, including, without limitation, to respond to your requests or correspondence, to contact you about the Website, to request your input regarding ways in which we might improve the Website and/or to inform you about OCP’s activities, products and services or those of our affiliates.

Your information, particularly tracking data, may also be analyzed so that we can provide you with useful information and can serve you in the best manner possible through enhanced features and functions on the Website. For example, your information may be used to, without limitation, compile statistical, demographic or aggregated information about visitors to the Website generally, or for load-balancing metrics, and also may be used to create reports on user demographics and the traffic patterns of the Website.

We will not disclose any personal information to third parties, except: (i) to our affiliates, agents, consultants and sub-contractors who may operate in Canada or elsewhere in the world; (ii) to service providers who assist us in running the Website and our business; (iii) when we believe that such disclosure is required by applicable law; (iv) to enforce these Terms; (v) to protect the rights, property, security or safety of OCP, Website users or the public; (vi) to respond to an emergency; or (vii) as otherwise stated in these Terms. In addition, we may disclose information to certain third parties if you have requested or authorized the disclosure of such information. We may also share aggregated or de-identified information in our sole discretion.

Information provided to third parties, in Canada or offshore, is limited to the information needed to perform their functions. We seek to limit third-party use of information; however, we are not responsible for such third-party use of information.

Transfer of Information to Third Parties upon a Sale or Change of Control

We retain the right to transfer or assign your information pursuant to or during negotiation of any merger, purchase, reorganization or other transaction relating to OCP or our assets, in whole or in part.

How Your Information Is Protected

We take reasonable precautions to protect your information from loss, misuse or alteration. You should recognize, however, that there is no such thing as “perfect security” on the Internet, and we cannot guarantee the security of your information. In addition, because Internet communications are unsecure, it is also possible that the information you supply to us or your access of any information via the Website will be intercepted during transmission. We are not liable for any breach of our systems or interception of our transmission, and we hereby fully disclaim, to the fullest extent possible under law, any liability associated with any claim relating to a breach of security, data or information.

Other Communications

From time to time, we may email users of the Website information regarding important developments affecting OCP. We may also email users on occasion regarding the Website. Such emails may be sent to users of the Website even if they have not requested to receive any communication from us.

Compliance with Laws

We reserve the right to disclose any information to comply with any law, regulation, decree, judgment, order, subpoena or any other governmental order (“Order”) without any obligation to contest or verify the accuracy of such Order.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL OVERBAY, OCP LP OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, AGENTS, PARTNERS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE WEBSITE AND SERVICES; OR RESULTING FROM ANY INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED; OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OF DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

If you are dissatisfied with any portion of the site, or with any of these terms of use, your sole and exclusive remedy is to discontinue using this site.

Indemnification

As a condition to your use of the Website, you agree to indemnify, defend and hold harmless Overbay, OCP and its respective, officers, directors, affiliates, partners, members, principals, agents, investors, employees, and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: (i) your use of the Website; (ii) your breach of these Terms or any representation, warranty or covenant made by you in these Terms; (iii) your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights; or (iv) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in these Terms.

Applicable Law

These Terms will be governed by and construed in accordance with the laws of Ontario, without regard to any principles of conflicts of law. You agree that any action at law or in equity that arises out of or relates to any offshore use of the Website will be filed only in the provincial or federal courts located in Canada and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

CONTACT

For more information about Overbay or OCP LP, please contact us at info@ocpfm.com.