LOCALVEST TERMS OF USE

Welcome to Localvest. Localvest is a forum for investors, advisors, advisory firms and issuers to connect, develop relationships and collaborate, while advisors grow their business via Localvest’s business development, practice management, education and administrative tools and investors research and identify investment opportunities via Localvest’s invest tools. Registered Investment Advisors (“RIAs”) and their clients are granted complimentary access to the Localvest application.

TERMS OF USE AND YOUR ACCEPTANCE OF THEM

Our Terms of Use (“Terms”) govern the use of this web-based application (“Localvest”) and the content within it. We may occasionally update the Terms based on changes to Localvest, among other factors. Any updates made to the Terms go into effect once they are posted – and by using Localvest, you’re agreeing to the Terms. For a closer look at the full Terms, click on the sections to the left.and their clients are granted complimentary access to the Localvest application.

ACCREDITED INVESTORS

Investment offerings on Localvest are solely for Registered Investment Advisors and/or other investment professionals and Accredited Investors. “Accredited Investors” as defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended, refers to investors who meet certain minimum annual income or net worth thresholds. Localvest and its affiliates make no representations as to the suitability for any purpose of any investment whatsoever.

ALTERNATIVE INVESTMENTS

These securities are speculative and involve a high degree of risk and should not be purchased by anyone who cannot afford the loss of his/her entire investment. These securities are offered pursuant to an exemption from registration with the U.S. Securities and Exchange Commission (“SEC”); however, the SEC has not made an independent determination that the securities being offered are exempt from registration. Neither the SEC nor any other regulatory authority has passed upon the merits of or given its approval to any securities offered or the accuracy or adequacy of Localvest or the completeness of any offering circular or other supplementary materials.

Deal reviews on Localvest provide an overview of certain investment opportunities. These overviews are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the offering documents relating to such Fund or investment opportunity. Please contact your Financial Advisor and legal and tax advisors and read the fund offering documents carefully before you invest.

Please note that alternative investments described on Localvest are generally not available outside the United States. References to alternative investments unavailable in your jurisdiction do not imply that these alternative investments will be made available to you, and nothing on Localvest shall be considered a solicitation to buy or an offer to sell a security to any person in any jurisdiction where such offer or solicitation, purchase or sale would be unlawful under the securities or other laws of such jurisdiction. Your eligibility for an investment in any investment that is displayed on Localvest is subject to final determination of certain eligibility criteria and acceptance by the Sponsor of that investment, including Accredited Investor status.

PRIVATE PLACEMENT MEMORANDUM

Private investments are offered for sale by private placement memorandum only. To request private placement memoranda containing more complete information regarding any investment that is displayed on Localvest including investment conditions, risk factors, minimum requirements, fees and expenses and other pertinent information, please contact your Financial Advisor or the Sponsor. Request from the sponsor and read each private placement memorandum carefully before you invest.

FORWORD-LOOKING STATEMENTS

Certain statements contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to future developments in our business or expectations for Militello Capital Funds’ or portfolio companies of Militello Capital Funds’ future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance or other events. Such statements are based on management’s views and assumptions at the time such statements were originally made and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Because Localvest includes historical documents, any such statements may not reflect Militello Capital’s current views, assumptions, or expectations. Actual results, performance or events may differ materially from those in any such statements due to, among other factors, (i) general economic conditions; (ii) performance of financial markets, including in particular real estate, venture capital, private equity and debt markets; (iii) general competitive factors; (iv) changes in laws and regulations and (v) changes in the policies of governments and/or regulatory authorities. Factors that may cause actual results to differ from those in any forward-looking statement also include those described in Militello Capital Funds’ private placement memoranda. Militello Capital does not undertake any obligation to correct or update any forward-looking statements on Localvest

LOCALVEST

If you choose to register for Localvest, you are voluntarily electing to receive access to Localvest and its Content and information sharing function that may assist you with growing your business via Localvest’s business development, practice management, education and administrative tools or may assist you as an investor with researching and identifying investment opportunities via Localvest’s invest tools. By registering for Localvest or otherwise utilizing Localvest, you authorize Localvest to use your account data for the purpose of providing the Localvest experience. You also authorize Localvest to use the information you provide within Localvest for associated email communications regarding the Localvest experience. If you opt-in to our marketing communications, you authorize Localvest to use the information you provide to deliver relevant content via email.

SMS / TEXT MESSAGE TERMS & CONDITIONS

If you register for Localvest, you may receive a Localvest verification code via text message.  We will send you one message with a passcode.

For additional help, contact support@miladvisor.com or call (703) 348-0156.

Localvest respects your right to privacy. You can view the Localvest Privacy Notice here.

CONVERSATIONS

You can share certain information and insights found on Localvest with clients, your Registered Investment Advisor, friends and family using our “Conversations” feature. By clicking on the “Conversations” icon, you can send a personalized email message to the recipients of your choice containing a link to the information on Localvest that you chose to share. The information you supply within the Conversations feature will be used exclusively to send emails to the recipients you select and to provide any subsequent communications specific to the Conversations feature. Localvest will not share the recipients’ information with any third party or use it for marketing purposes, unless the recipient subscribes to our marketing communications. See the Localvest Privacy Notice for more information on how we protect customer information. If the email recipient does not wish to receive additional emails related to Conversations, he or she simply needs to select the ‘Unsubscribe’ link at the bottom of the email to stop future emails. In certain circumstances, the intended recipient may not receive your email. This can happen for a variety of reasons, including: the intended recipient has opted out of receiving marketing communications from Localvest; the intended recipient’s SPAM filters have prevented delivery; or the intended recipient’s email address is invalid.

Any opinions, advice, statement, services, offers, or other information expressed or made available by a third party via our “Conversations” feature, are those of such third party and not Localvest. Localvest does not independently verify or monitor the information provided by third parties, does not guarantee the accuracy, completeness, timeliness or correct sequencing of such information, and assumes no responsibility for Communications displayed on Localvest that may be provided by another party.

PROPRIETARY INFORMATION

All information, material and content accessible on or generated by Localvest, including text, graphics, images, software applications and code, video, audio, and user interface design (“Content”) is the proprietary information of Localvest, and is protected by United States and foreign copyright laws and conventions. Localvest retains all right, title, and interest in and to the Content. You may print out a copy of the Content solely for your personal use, provided, that, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, service mark, or any other proprietary notice or legend or regulatory disclosure appearing on any of the Content. You may not modify, reproduce, copy, distribute, transmit, display, publish, download or upload, sell, license, create derivative works of or use any aspect of the Content for commercial or public purposes or for any other purpose not expressly permitted by these Terms. The use of Content on any other site or in a networked computer environment for any purpose, or any other republication, redistribution or use of the Content, including framing the Content within another site, is expressly prohibited.

TRADEMARKS

The Localvest name and the other trademarks, service marks, logos, URLs and domain names, registered or not (collectively, “Marks”), appearing on Localvest are the property of Localvest and other parties. You may not use, copy, download, display, transmit or modify any Mark in any way without the prior written consent of the owner of such Mark. In addition, you are not authorized to make use of Localvest’s Marks as metatags.

LINKS

Localvest may provide hyperlinks to sites owned or operated by third parties (“Third Party Sites”) or permit a link from a Third Party Site to Localvest. Such links are for your convenience only and do not imply any affiliation with, or an endorsement, authorization, sponsorship or promotion of the Third Party Site. Localvest accepts no responsibility for the content, products or services provided at these Third Party Sites. If you decide to access such Third Party Sites, you do so solely at your own risk, and you should be aware that Third Party Sites are governed by their own terms and conditions. Localvest is not liable for any damages incurred as a result of clicking on a link to any Third Party Site. Links to Localvest may be made only with the permission of Localvest.

SUBMISSIONS

You hereby grant to Localvest via a royalty-free, perpetual, non-exclusive, irrevocable, worldwide, right and license to use, adapt, reproduce, modify, disseminate, publicly display, incorporate into other works or otherwise exploit all content, remarks, suggestions, ideas, graphics, or other information submitted through Localvest (collectively, “Submissions”). Localvest may use your Submissions for any and all purposes including, but not limited to, advertising, promoting and publicizing Localvest and its businesses, products, services or any promotion or offer presented by Localvest in any and all media without incurring liability for royalties or other consideration of any kind. Localvest will not be required to treat any Submissions as confidential, but Localvest will treat any personally identifiable information that you submit through Localvest in accordance with the Localvest Privacy Notice.

LEGAL DISCLAIMERS

Content. Our intent is to provide accurate and up to date content on Localvest; however, that is not always possible. Therefore, no warranty or representation is made that the information on Localvest is complete, accurate, up-to-date or error-free or that known defects will be corrected. Content, services, products or functions available on Localvest may contain inaccuracies or errors and may be changed or updated at any time without notice. THEREFORE, ALL CONTENT, SERVICES AND FUNCTIONS ON MIL ADVISOR, OR ANY OTHER SITE LINKED TO MIL ADVISOR, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Some jurisdictions do not allow the exclusion of certain implied warranties in which event any required warranty applies to the minimum extent legally required.

Availability. No warranty or representation is made that Localvest or any part or function will be available and not subject to interruption at any time.

Disabling devices. No warranty or representation is made that any Content, product or function, including without limitation any downloadable files, available at Localvest is free of computer viruses, malware or other destructive or harmful programs, software, code or devices which may erase, scramble, lock or disable any computer software, content or equipment or may prevent users from using a site or any other item of hardware or software. You should routinely scan your system and downloaded files for such disabling devices.

Third Party Content. Localvest may provide information on Localvest supplied by third parties. Any opinions, advice, statement, services, offers, or other information expressed or made available by a third party, are those of such third party and not Localvest. Localvest does not independently verify the information provided by third parties, does not guarantee the accuracy, completeness, timeliness or correct sequencing of such information, and assumes no responsibility for Content displayed on Localvest that may be provided by another party.

LIMITATION ON LIABILITY AND DAMAGES

IN NO EVENT WILL Mil ADVISOR BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTIONS, LOSS OF PROGRAMS OR DATA ON YOUR EQUIPMENT, OR OTHERWISE, EVEN IF WE OR ANY OF OUR REPRESENTATIVES ARE EXPRESSLY ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES, ARISING OUT OF OR RELATED TO ANY USE OF OR INABILITY TO USE LOCALVEST, OR ANY OTHER LINKED SITE, INCLUDING, WITHOUT LIMITATION, USE OF OR RELIANCE ON INFORMATION, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETION OF FILES, DISABLING DEVICES, DELAYS IN OPERATION OR TRANSMISSION, NONDELIVERY OF INFORMATION, THEFT, UNAUTHORIZED ACCESS, DISCLOSURES OF COMMUNICATIONS, OR ANY FAILURE OF PERFORMANCE. Some jurisdictions do not allow limitation or exclusion of certain liabilities or damages in which event in such jurisdiction the foregoing shall apply to the maximum extent allowed by law. You are responsible for the entire cost of all servicing, repair or correction of your property or operations, including without limitation your computer, network, software or any device, required as a result of or related to using Localvest. In no event shall Localvest’s total liability to you for damages, losses and causes of action of any kind—whether in contract, tort (including, but not limited to, negligence), strict liability or otherwise—exceed the amount paid by you, if any, for accessing Localvest.