General Disclaimer

Noyack Venture Capital LLC (“NVC”)

The material contained herein does not constitute an offer to sell or a solicitation of any offer to purchase Class A Units (the “Units”) in Noyack Venture Capital LLC (“NVC”), nor shall there be any sale of such interests in any state or other jurisdiction in which such offer or solicitation would be unlawful. Offers for the sale of any such Units will only be made to accredited investors, who meet the suitability standards, as described in the Noyack Venture Capital LLC Confidential Private Placement Memorandum (the “Memorandum”), which is distributed by NVC at the commencement, and during the course of the offering of its Units. Investments in NVC’s Units are not suitable for all investors. Investments involve a high degree of risk and should only be considered by investors who can withstand the loss of their entire investment. Prior to purchasing any such interests, prospective investors should carefully review the Memorandum, including the “Risk Factors” section, and any supplement thereto. Investors should perform their own investigations before considering an investment in such interests and consult their own legal and tax advisors. The information contained herein is qualified in its entirety by reference to the Memorandum.

The past performance of NVC and NVC’s affiliates described herein is not indicative, nor a guaranty, of NVC’s future results and no assurance can be given that any of NVC’s investments will be liquidated on similar terms as those described herein or at a profit, or the amount of profit, if any. Accordingly, there is no guarantee that NVC’s performance will be similar to the prior performance of NVC and NVC’s affiliates. Any historical returns, expected returns, or probability projections may not reflect actual future performance.

While the data we use from third parties is believed to be reliable, we cannot ensure the accuracy or completeness of data provided by investors or other third parties.

Neither NOYACK nor any of its affiliates provides tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence. Prospective investors should confer with their personal tax advisors regarding the tax consequences based on their particular circumstances. Neither NOYACK nor any of its affiliates assumes responsibility for the tax consequences for any investor of any investment.

THE OFFERING MATERIALS (CONSISTING OF THE MEMORANDUM AND ANY RELATED DOCUMENTS) MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, NVC, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO NVC’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE NVC’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. NVC DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. YOU SHOULD READ THE MEMORANDUM IN ITS ENTIRETY.

The information contained herein is strictly confidential and only intended for the recipient and may not be redistributed without the prior consent of NVC. You may not disseminate, disclose or engage in any business activity based upon or otherwise use the information herein for any purpose other than an evaluation of a potential transaction described herein. You should conduct your own independent analysis of the information contained or referred to herein. Nothing contained herein is, or shall be relied upon as, a promise or representation as to any past, present or future events or results. You acknowledge and agree that NVC and its representatives are under no obligation to accept any offer or proposal by any person or entity regarding a potential transaction.

While NVC expects to seek a liquidity transaction, there can be no assurance that an acceptable transaction will be available or that the market conditions for a transaction will be favorable during that time period. As a result, investors may be required to hold their Units for an indefinite period of time.

Private securities offerings are not registered with the SEC and are considered highly speculative. An investment in private securities is speculative, involves a high degree of risk and may result in the loss of your entire capital contribution.