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Terms of Use and Disclaimer:

By accessing research through our website, you have agreed that you have read, understand, and agree to the following Terms of Use, which are substantively set forth herein, and you represent that you have sufficient investment sophistication to critically assess the information, analysis and opinions presented herein.

Sunlight Partners Research LLC (“Sunlight Research”) has prepared reports on this website. As discussed in more detail below, Sunlight Research produces research reports based on its own journalistic due diligence and investigation into publicly traded companies. Sunlight Research is under common control and affiliated with Sunlight Partners Pty Ltd (“Sunlight Fund”). Sunlight Fund is a hedge fund that invests in securities and makes other types of investments on behalf of its investor clients, thereby seeking to obtain a return on its clients’ investments. Sunlight Research and Sunlight Fund, respectively, means those entities and their respective affiliates and related parties, including, but not limited to any principals, officers, directors, employees, members, clients, investors, consultants and agents.

At the time of publication of its research reports on this website, Sunlight Fund holds a short position in the securities of the company discussed in the research and/or in derivatives or other financial instruments linked to those securities (the “Covered Issuer”). Accordingly, Sunlight Fund stands to realize substantial gains in the event that the price of the Covered Issuer’s securities declines. Following the publication a report, Sunlight Fund may transact in the securities covered by the report, including reducing, covering, increasing, or otherwise changing positions at any time for any reason, without notice.

Sunlight Research employs an investment strategy commonly referred to as “research activism,” pursuant to which it conducts independent journalistic research and analysis of publicly traded companies based on publicly available information and its own investigation and due diligence. In general, Sunlight Research’s business model involves identifying issuers that it believes are misvalued or as to which the market’s consensus view is incomplete or inaccurate. It issues investigative research reports highlighting such issues for the general public and market participants. Sunlight Research is a for-profit journalistic organization, which funds its in-depth investigative reports by taking positions in the issuers about which it writes before publishing its reports. Sunlight Fund generally covers some or all of those positions following publication of Sunlight Research’s reports to realize gains from the change in price of the issuer’s securities. This business model involves significant financial risk for Sunlight Fund and its clients. To manage that risk, Sunlight Fund will close open positions as it deems prudent.

Research reports published on this website reflect the opinions and analysis of Sunlight Research as of the date of publication, based on its journalistic investigation. Sunlight Research is providing its opinion on and analysis of the securities of the Covered Issuer to contribute to the mix of overall information available to the general public, based on the facts detailed in its reports. The information and views expressed in its reports are based on publicly available information, field research, and other sources believed to be accurate and reliable and based on sources who are not insiders or connected persons of the stocks of the Covered Issuer or who may otherwise owe any fiduciary duty or duty of confidentiality to the Covered Issuer. The information presented herein is “as is,” without warranty of any kind, whether express or implied. All opinions are subject to change without notice for any reason. Investor strategies or trade ideas are intended for illustrative and educational purposes only and are not indicative of historical or future performance or the chances of success or any particular investment end or investment strategy.

Once a research report is released, market participants are expected to review and analyze the merits of the arguments in the report. Readers rely on the information in these reports at their own risk. Readers should conduct their own independent investigation and analysis, review other publicly available information about the Covered Issuer not included the reports, and consult with their own professional advisors before making any investment decisions.

Following publication of the report, Sunlight Fund will continue transacting in the securities of the Covered Issuer for an indefinite period and may be long, short, or neutral at any time regardless of the initial views expressed in this report. Sunlight Fund may, at any time, for any reason, and without notice, increase, decrease, close, or otherwise change its positions, including before or after the publication of this report. Sunlight Fund undertakes no obligation to update or supplement this report or to disclose any such changes. Sunlight Fund’s trading activity may be conducted before, during, or after the publication of this report, and such activity may be consistent or inconsistent with the views expressed herein. By the time a reader reads this report, Sunlight Fund may be covering or have already covered its short position. A reader should not make any investment decision based on its own view or interpretation of Sunlight Fund’s positioning in the Covered Issuer’s securities.

Sunlight Fund may from time to time enter into financing, stock borrow, derivative, swap, risk participation, capital support, or other economic arrangements with third parties, including institutional counterparties and investment partners, relating to positions referenced in a report. As a result, persons other than Sunlight Fund may possess direct or indirect economic interests in positions discussed in these reports. Any such financing counterparties, lenders, capital providers, or other market participants may maintain independent investment views or trading positions, and Sunlight Fund and Sunlight Research undertake no obligation to provide any information or update regarding the activities or positions of any such persons.

Reports published on this website are provided for informational purposes only and do not constitute investment, legal, tax, or other advice, nor do they constitute an offer to sell or a solicitation of an offer to buy any security or financial instrument. Sunlight is not acting as an investment advisor to any recipient of its reports, and no fiduciary relationship is created by virtue of a reader’s review of these reports. Sunlight Research is not registered as an investment advisor with the Securities and Exchange Commission. Sunlight Research’s reports articulate its reasons at the time of publication Sunlight Fund has taken its short position in the securities of a Covered Issuer.

Sunlight Research does not provide “price targets,” although it may express its opinion of what the security is worth. An opinion of the value of a security differs from a price target in that Sunlight Research does not purport to have any insight as to how the market as a whole might value a security. Sunlight Research is only expressing its own view of its value. Sunlight Fund thus does not hold a position until it reaches a certain price target, nor does it hold positions until they reach the price at which it has expressed a valuation opinion. There are numerous factors that enter into investment decisions aside from opinions of the value of the security, including without limitation, the borrow cost of a shorted security, the potential for a “short squeeze,” prudent risk sizing relative to capital and volatility, reduced information asymmetry, the opportunity cost of capital, client expectations, and the ability to hedge market risk. Again, a reader should assume that upon publication of any report, Sunlight Fund will, or has begun to, close a substantial portion—perhaps all—of its positions in the Covered Issuer’s securities.

Sunlight Research has relationships with third parties who have contributed to or assisted in the preparation of its reports, including through research, analysis, or other services. Sunlight Research also relies on various sources of information in generating its report. Any such relationships, including any compensation arrangements, are disclosed its reports where material. Readers should assume that such relationships create potential conflicts of interest.

To the fullest extent permitted by law, Sunlight Research shall not be liable for any claims, losses, costs, or damages of any kind, including direct, indirect, punitive, exemplary, incidental, special or consequential damages, arising out of or in any way connected with its reports. This limitation of liability applies regardless of any negligence or gross negligence of Sunlight Research.

Readers agree that any dispute arising out of or relating to these reports or the information contained herein shall be governed by the laws of the State of New York, without regard to its conflict-of-law principles. Readers further agree to submit to the exclusive jurisdiction of the state and federal courts located within the State of New York. To the fullest extent permitted by applicable law, any claim arising out of or relating to these reports must be brought within one (1) year after the date on which the facts giving rise to the claim were discovered or reasonably could have been discovered; provided, however that nothing herein is intended to limit or waive any rights that cannot be waived under applicable securities laws.

The failure of Sunlight Research to enforce any right or provision in these reports shall not constitute a waiver of such right or provision. If any provision of these terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

For any reader located in the United Kingdom, by accessing these reports through our website, you confirm that you are accessing research and materials as or on behalf of: (a) an investment professional falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); or (b) high net worth entity falling within Article 49 of the FPO (each a “Permitted Recipient”). In relation to the United Kingdom, the research and materials in these reports and on our website are being issued only to, and are directed only at, persons who are Permitted Recipients and, without prejudice to any other restrictions or warnings set out in these Terms of Use. Persons who are not Permitted Recipients must not act or rely on the information contained in any of the research or materials in these reports and/or on our website.

These reports are the property of Sunlight Research. Readers agree that they will not communicate the contents of these reports and other materials on Sunlight Research’s website to any other person unless that person has read and agreed to be bound by these Terms of Use. By accessing, reviewing, reading, downloading, receiving, or relying on the information contained in these reports, a reader is agreeing to be bound by these Terms of Use.

The information in these reports and on our website is copyrighted. A reader therefore agrees not to distribute this information in any manner other than by providing a link directly to these reports on our website. If a reader has obtained these reports through any other method, the reader may not use this research report for any purpose without agreeing to these Terms of Use.

Sunlight Partners Pty Ltd (Sunlight Partners) ACN 692 333 814 is a corporate authorised representative (CAR) (CAR Number 001318559) of Boutique Capital Pty Ltd (Boutique Capital) ACN 621 697 621 AFSL 508011.

Any information or advice is general advice only and has been prepared by Sunlight Partners for individuals identified as wholesale investors for the purposes of providing a financial product or financial service, under Section 761G or Section 761GA of the Corporations Act 2001 (Cth). Any information or advice given does not take into account your particular objectives, financial situation or needs and before acting on the advice, you should consider the appropriateness of the advice, having regard to your objectives, financial situation and needs. If any advice relates to the acquisition, or possible acquisition, of a particular financial product you should read any relevant Product Disclosure Statement or like instrument.

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