Disclaimer

THESE MATERIALS HAVE BEEN PREPARED ON A CONFIDENTIAL BASIS SOLELY FOR PROSPECTIVE INVESTORS CONSIDERING THE PURCHASE OF LIMITED LIABILITY COMPANY NON-VOTING INTERESTS (THE “INTERESTS”) IN MVP ALL-STAR FUND III LLC (THE “FUND”). THE MANAGER OF THE FUND WILL BE MVP MANAGER LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “MANAGER”). THESE MATERIALS ARE EXCLUSIVELY FOR THE USE OF THE PARTY OR PARTIES TO WHOM THEY HAVE BEEN PROVIDED BY THE FUND’S REPRESENTATIVES. BY ACCEPTING THESE MATERIALS, THE RECIPIENT ACKNOWLEDGES AND AGREES THAT HE, SHE OR IT (A) WILL MAINTAIN THE INFORMATION AND DATA CONTAINED HEREIN IN THE STRICTEST OF CONFIDENCE AND WILL NOT, UNDER ANY CIRCUMSTANCES WHATSOEVER, REPRODUCE THESE MATERIALS, IN WHOLE OR IN PART, OR DISCLOSE ANY OF THE CONTENTS HEREOF TO ANY OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGER, (B) IS NOT SUBJECT TO ANY CONTRACTUAL OR OTHER OBLIGATION TO DISCLOSE THESE MATERIALS TO ANY OTHER PERSON OR ENTITY, (C) WILL RETURN THESE MATERIALS, AND ANY OTHER MATERIALS THAT THE RECIPIENT MAY HAVE RECEIVED IN THE COURSE OF CONSIDERING AN INVESTMENT IN THE FUND, TO THE MANAGER IMMEDIATELY UPON REQUEST OR IF THE RECIPIENT DOES NOT WISH TO PURSUE AN INVESTMENT IN THE FUND, AND (D) WILL PROMPTLY NOTIFY THE MANAGER OF ANY UNAUTHORIZED RELEASE, DISCLOSURE OR USE OF THESE MATERIALS.

THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, NOR HAVE SUCH INTERESTS BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR FOREIGN JURISDICTION. NEITHER THE SEC NOR ANY COMMISSIONER OF ANY SUCH STATE OR NON-US AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THESE MATERIALS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE MATERIALS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF INTEREST TO PURCHASE ANY SECURITIES OR INVESTMENT ADVISORY SERVICES IN ANY STATE OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED.

THE FUND WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). CONSEQUENTLY, INVESTORS WILL NOT BE AFFORDED THE PROTECTIONS OF THE INVESTMENT COMPANY ACT. EACH PURCHASER OF THE INTERESTS OFFERED HEREBY MUST BE BOTH AN ACCREDITED INVESTOR (WITHIN THE MEANING OF REGULATION D) AND A QUALIFIED PURCHASER (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT).

AN INVESTMENT IN THE INTERESTS WILL INVOLVE SIGNIFICANT RISKS DUE TO, AMONG OTHER THINGS, THE NATURE OF THE FUND’S INVESTMENTS. INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISKS AND LACK OF LIQUIDITY WHICH ARE CHARACTERISTIC OF THE INVESTMENT DESCRIBED HEREIN. INVESTORS MUST BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT.

THERE WILL BE NO PUBLIC MARKET FOR THE INTERESTS. THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND PURSUANT TO THE TERMS OF THE FUND’S LIMITED PARTNERSHIP AGREEMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

EXCEPT FOR THE MANAGER AND CERTAIN OTHER IDENTIFIED REPRESENTATIVES OF THE FUND AND/OR ITS MANAGEMENT COMPANY, NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION RELATING TO THE FUND OR THE INTERESTS. EACH PROSPECTIVE INVESTOR WILL BE AFFORDED THE REASONABLE OPPORTUNITY TO: (A) OBTAIN ALL ADDITIONAL INFORMATION WHICH HE, SHE OR IT MAY REASONABLY REQUEST RELATING TO THE FUND OR THE OFFERING OF ITS INTERESTS; AND (B) ASK QUESTIONS OF THE MANAGER AND CERTAIN OTHER IDENTIFIED REPRESENTATIVES OF THE FUND AND/OR ITS MANAGEMENT COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE PARTNERSHIP AGREEMENT, ANY INFORMATION SET FORTH IN THESE MATERIALS, AND ANY SUPPLEMENTAL INFORMATION THAT MAY BE PROVIDED TO PROSPECTIVE INVESTORS BY THE FUND’S REPRESENTATIVES.

THESE MATERIALS DO NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN INVESTIGATING THE FUND. THESE MATERIALS ARE MERELY FOR PRELIMINARY DISCUSSION ONLY AND MAY NOT BE RELIED UPON FOR MAKING ANY INVESTMENT DECISION WITH RESPECT TO THE FUND. RATHER, PROSPECTIVE INVESTORS SHOULD RELY ON THE FUND’S CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE “PPM”) AND THE FUND’S DEFINITIVE LIMITED LIABILITY COMPANY OPERATING AGREEMENT (THE “OPERATING AGREEMENT”) AND THEIR OWN INDEPENDENT INVESTIGATION OF THE FUND, ITS MANAGER, ITS AFFILIATED FUNDS AND THE RESPECTIVE PARTNERS, MANAGERS AND DIRECTORS THEREOF AS THE BASIS FOR MAKING AN INVESTMENT IN THE FUND.

THESE MATERIALS ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PPM AND THE OPERATING AGREEMENT. IN ORDER TO EFFECTUATE ITS INVESTMENT IN THE FUND, A PROSPECTIVE INVESTOR WILL BE REQUIRED TO EXECUTE THE OPERATING AGREEMENT AND OTHER SUBSCRIPTION DOCUMENTS, AS APPLICABLE. IN THE EVENT THAT ANY OF THE TERMS SET FORTH IN THESE MATERIALS ARE INCONSISTENT WITH OR CONTRARY TO THE PARTNERSHIP AGREEMENT, THE PARTNERSHIP AGREEMENT SHALL CONTROL.

THE SUBJECT MATTER OF THESE MATERIALS IS EVOLVING AND SUBJECT TO FURTHER CHANGE BY THE MANAGER IN ITS SOLE AND ABSOLUTE DISCRETION. EXCEPT AS OTHERWISE INDICATED HEREIN, THESE MATERIALS SPEAK AS OF THE DATE HEREOF AND NEITHER THE MANAGER NOR THE MANAGEMENT COMPANY, NOR ANY AFFILIATE OR REPRESENTATIVE THEREOF, ASSUMES ANY OBLIGATION TO PROVIDE ANY RECIPIENT OF THESE MATERIALS WITH SUBSEQUENT REVISIONS OR UPDATES TO ANY HISTORICAL OR FORWARD-LOOKING INFORMATION CONTAINED IN THESE MATERIALS TO REFLECT THE OCCURRENCE OF EVENTS AND/OR CHANGES IN CIRCUMSTANCES AFTER THE DATE HEREOF. THE INFORMATION CONTAINED IN THESE MATERIALS HAS BEEN COMPILED FROM SOURCES REASONABLY BELIEVED RELIABLE.

THESE MATERIALS MAY CONTAIN “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, AS AMENDED. BECAUSE SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, ACTUAL RESULTS OF THE FUND MAY DIFFER MATERIALLY FROM ANY EXPECTATIONS, PROJECTIONS OR PREDICTIONS MADE OR IMPLICATED IN SUCH FORWARD-LOOKING STATEMENTS. PROSPECTIVE INVESTORS ARE THEREFORE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS. IN ADDITION, IN CONSIDERING THE PRIOR PERFORMANCE INFORMATION CONTAINED IN THESE MATERIALS, PROSPECTIVE INVESTORS SHOULD BEAR IN MIND THAT PAST RESULTS ARE NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL ACHIEVE RESULTS COMPARABLE TO THOSE OF ANY PRIOR OR EXISTING FUND OR ITS PRINCIPALS.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THESE MATERIALS OR ANY PRIOR OR SUBSEQUENT COMMUNICATION FROM THE MANAGER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES, AS LEGAL, TAX, OR INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT WITH AND RELY ON HIS, HER OR ITS OWN PERSONAL COUNSEL, ACCOUNTANT, OR OTHER ADVISORS AS TO LEGAL, TAX, AND ECONOMIC IMPLICATIONS OF AN INVESTMENT IN THE FUND AND ITS SUITABILITY FOR SUCH INVESTOR.

THE INTERESTS IN THE FUND WILL BE OFFERED ONLY TO INVESTORS WHO MEET CERTAIN QUALIFICATIONS. THE MANAGER RESERVES THE RIGHT TO APPROVE EACH INVESTOR. ALL SECURITIES OFFERED BY VNTR SECURITIES, LLC (VNTR), MEMBER FINRA/SIPC. VNTR IS A AFFILIATE OF THE MANAGER.

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