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If this message references an Investment, please note that this does not constitute an offer to sell or solicitation of an offer to buy any security. Offers are only made through an offering memorandum or prospectus to qualified investors and only in jurisdictions where permitted by law. Investments referenced herein may involve a high degree of risk and may not be suitable for all investors. Any potential investor should carefully consider the “Risk Factors” described in the applicable investment’s offering memorandum or prospectus before investing. Past performance does not guarantee future returns. No representation, guarantee or warranty is provided as to the correctness, completeness or timeliness of information provided in this message, which information has not been prepared to meet the reporting standards of any regulatory, association, or trade organization, has not been independently verified, may be based upon assumptions, may change without notice and should not be relied upon in making an investment decision.

DISCLOSURES AND IMPORTANT RISK FACTORS

Prospective investors should consider the investment objectives, risks and charges and expenses of Tasty Brands II, LP (Tasty) carefully before investing. Tasty’s Private Placement Memorandum (Memorandum) contains information about these important issues as well as other information about Tasty. A Memorandum for Tasty may be obtained by calling our sales desk at 949.429.8500.

Risk Factors: An investment in Tasty is speculative, illiquid and involves a high degree of risk as well as the potential loss of an investor’s entire investment. A prospective investor must consider, understand and be comfortable with such risks, as discussed further below and in the Memorandum.  These risks include, but are not limited to, the following:

• The COVID-19 outbreak could adversely affect the business of Tasty’s portfolio companies, including causing them to close a large portion of their restaurants, experiencing an acceleration of reduced store traffic, a need for additional liquidity and interruptions to their supply chains.

•  Tasty only recently commenced operations and has limited performance history.  Information contained in the Memorandum relating to the performance of the prior investments of Tasty’s sponsor, Triton Pacific Capital Partners, LLC (Triton Pacific), is not necessarily indicative of the future performance of Tasty.  

• Tasty’s offering is being made on a “best efforts” basis, meaning that its dealer manager is only required to use its best efforts to sell Tasty’s shares and has no firm commitment or obligation to purchase any of Tasty’s shares.

• There is a highly competitive market for attractive investment opportunities.

• Distributions are not guaranteed and may be modified at our discretion. Since Tasty Brands II, LP’s inception, all distributions have been a return of capital. Since our distributions include a return of capital, we will have less money to invest, which may lower our overall return.

• There is no public trading market for Tasty’s shares, and it is unlikely that one will develop. Additionally, the Tasty’s Limited Partnership Agreement includes significant restrictions on the transferability of its shares. Therefore, it will be very difficult for investors in Tasty to dispose of any shares they acquire in any manner prior to the liquidation of Tasty.

• Investments in small to mid-size companies have particular and unique risks as highlighted in the Memorandum.

• Tasty will be exposed to the dynamics that typically exist between franchisors and franchisees and the risks associated with these arrangements as described in the Memorandum.

• Substantial indebtedness may be present in Tasty’s portfolio companies, which would increase Tasty’s business risks and could reduce returns and hinder Tasty’s ability to pay distributions.

• There can be no assurance that Triton Pacific will be able to successfully implement the strategies that it intends to pursue or attain the returns it anticipates.

• Tasty cannot assure investors that Triton Pacific’s past experience will be sufficient to successfully manage Tasty and its investments.

• If Tasty, through Triton Pacific, is unable to find suitable investments in a timely manner, Tasty may not be able to achieve its objectives or pay distributions.

• Tasty’s offering is a blind pool offering and, therefore, investors will not have the opportunity to evaluate any of Tasty’s investments before investing in Tasty.  Further, investors will not have access to detailed information, including financial statements, of any of Tasty’s portfolio companies.

• Tasty will pay its general partner, Triton Pacific and other affiliates substantial fees, including incentive fees, which may encourage its general partner and its affiliates to take actions adverse to the interest of Tasty. 

• Tasty will participate in a limited number of investments and as a consequence, the aggregate return of Tasty will be more vulnerable to the unfavorable performance of any one investment than would be the case with a greater level of diversification.

Disclaimers: This document is confidential and may not be shown, copied, transmitted or otherwise given to any person other than the person receiving it without the prior written consent of Tasty. This information is not, and should not be deemed to construe, an offer to sell or a solicitation of an offer to purchase any security. Offers will only be made through the Memorandum to suitable investors and where permitted by law. Nothing herein constitutes investment, legal, accounting or tax advice, or a recommendation to buy, sell or hold a security. This information should not be construed as advice designed to meet the particular investment needs of any investor. No recommendation or advice is being given as to whether any investment or strategy is suitable for a particular investor. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Memorandum is truthful or complete. Any representation to the contrary is a criminal offense. Certain statements contained in this document constitute “forward-looking statements” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Any such statements, performance projections and results contained in the enclosed material are based upon assumptions, some of which will vary, perhaps materially, from actual events and should in no event be viewed as predictions or representations as to actual performance. As well, such projections are not prepared to comply with any specific rules or guidelines or the reporting standards of the SEC, GAAP, the AIMR, or any other regulatory agency or trade organization, all of which may be applicable to the presentation of such information. Past performance does not guarantee future results. Certain states may have different suitability requirements. Tasty is not an investment fund and intends to employ a business model whose success depends upon Tasty’s ability to operate, manage and grow the businesses that it acquires. Please see the Memorandum for additional information.