Disclaimer

NEITHER CRESCENT CITY CAPITAL, LLC (THE “GENERAL PARTNER”) NOR CRESCENT CITY CAPITAL, LP (THE “FUND”) IS REGISTERED AS AN INVESTMENT ADVISER WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY STATE’S SECURITIES COMMISSION. THE UNITS (THE “UNITS”) IN THE FUND ARE OFFERED UNDER A SEPARATE PRIVATE OFFERING MEMORANDUM (THE “OFFERING MEMORANDUM”), HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE’S SECURITIES LAWS, AND ARE SOLD FOR INVESTMENT ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC AND IN COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS. UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY COULD BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE INFORMATION FURNISHED IN THIS MARKETING CIRCULAR IS IN ALL RESPECTS CONFIDENTIAL IN NATURE. DISSEMINATION OF THIS CIRCULAR OR DISCLOSURE OF ANY KIND MAY CAUSE SERIOUS HARM OR DAMAGE TO THE FUND AND THE GENERAL PARTNER. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. A PROSPECTIVE INVESTOR SHOULD ONLY COMMIT TO AN INVESTMENT IN THE FUND IF SUCH PROSPECTIVE INVESTOR UNDERSTANDS THE NATURE OF THE INVESTMENT AND CAN BEAR THE ECONOMIC RISK OF SUCH INVESTMENT. THE FUND IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. THE FUND MAY LACK DIVERSIFICATION, THEREBY INCREASING THE RISK OF LOSS. THERE CAN BE NO GUARANTEE THAT THE FUND’S INVESTMENT OBJECTIVES WILL BE ACHIEVED. THE FUND’S INVESTMENTS ARE EXPECTED TO BE ILLIQUID AND INVOLVE A HIGH DEGREE OF BUSINESS AND FINANCIAL RISK THAT COULD RESULT IN SUBSTANTIAL LOSSES. BECAUSE OF THE ABSENCE OF A SECONDARY MARKET FOR THESE ILLIQUID INVESTMENTS, IT MAY TAKE THE FUND LONGER TO LIQUIDATE THESE POSITIONS THAN WOULD BE THE CASE FOR MORE LIQUID INVEST- MENTS. THE PRICES REALIZED ON THE RESALE OF ILLIQUID INVESTMENTS COULD BE LESS THAN THOSE ORIGINALLY PAID BY THE FUND. AS A RESULT, AN INVESTOR COULD LOSE ALL OR A SUBSTANTIAL AMOUNT OF ITS INVESTMENT. IN ADDITION, THE FUND’S FEES AND EXPENSES MAY OFFSET ITS PROFITS. THERE ARE RESTRICTIONS ON WITHDRAWING AND TRANSFERRING INTERESTS FROM THE FUND. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE PROSPECTUS. THE INFORMATION HEREIN IS NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED UPON FOR, ACCOUNTING, LEGAL, OR TAX ADVICE OR INVESTMENT RECOMMENDATIONS. INVESTORS SHOULD CONSULT THEIR TAX, LEGAL, ACCOUNTING, OR OTHER ADVISORS ABOUT THE MATTERS DISCUSSED HEREIN. THE FUND’S ABILITY TO ACHIEVE ITS INVESTMENT OBJECTIVES MAY BE AFFECTED BY A VARIETY OF RISKS NOT DISCUSSED HEREIN. PLEASE REFER TO THE OFFERING MEMORANDUM FOR ADDITIONAL INFORMATION REGARDING RISKS AND CONFLICTS OF INTEREST. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE MADE OR INTENDED, AND NONE SHOULD BE INFERRED, WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX CONSEQUENCES FROM AN INVESTMENT IN THE FUND. NO ASSURANCE CAN BE GIVEN THAT EXISTING LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS PRESENTATION AS LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT HIS OR ITS OWN COUNSEL AND ACCOUNTANT FOR ADVICE CONCERNING THE VARIOUS LEGAL, TAX, ERISA AND ECONOMIC MATTERS CONCERNING HIS OR ITS INVESTMENT.