424 Capital LLC

Item 5 Fees and Compensation
Adviser Compensation

The Adviser’s fees and compensation arrangement may vary among the Private Investment Funds. The
specific terms of such arrangements are established by the Firm and are set forth in each of the Private
Investment Fund’s Governing Documents.

Fixed Fees: With respect to 424 Capital Co-Invest Fund I, LP, 424 Capital Fund I, LP, Brook Venture
Partners IV, LP, Brook Co-Investment III, LP and 424 Capital Fund II, LP, the Adviser will be paid a
portfolio company base fee based upon the capacity of the portfolio company, in exchange for management
services which include providing Financial Planning & Analysis services, oversight of the sales and
marketing strategy, corporate development including management of all merger and acquisition activities,
strategic planning and managing and chairing the Board of Directors and subcommittees of each portfolio
company. Directors’ fees are incorporated within the Portfolio Company Management Fee. The Adviser
will receive compensation under a management fee agreement with each of the Private Investment Fund’s
portfolio companies for the management and operation of the portfolio companies’ business. The Adviser
will charge and receive its management fee, subject to terms of the portfolio company's management fee
agreement, regardless of the condition or value of the Fund’s investment in the portfolio company. The fee
may vary by each individual portfolio company in each Private Investment Fund but has not been set higher
than $750,000 for any individual portfolio company. The advisor may also be paid a transaction fee at the
closing of new transactions. Transaction fees may vary by each individual transaction but has not been set
higher than $125,000 for any individual transaction.

Management Fees: In addition to the fixed fee to be paid by the portfolio companies of the Private
Investment Fund, Limited Partners bear their proportionate share of the applicable investment management
fee charged to 424 Capital Fund II, LP. Such Private Investment Fund will pay the General Partner an
annual management fee, which shall be equal to 1% of aggregate commitments. The management fee is
generally deducted directly from the Private Investment Fund.

Performance Fees: The General Partner is also eligible to receive a performance-based allocation (“Carried
Interest”) with respect to realized investments after return of capital in the Private Investment Funds. The
manner of calculation of such carried interest is disclosed in the Governing Documents and may vary by
Private Investment Fund. Generally, however, the General Partners receive carried interest up to 20-25%
of realized gains above certain return thresholds (subject to clawback).

Assets Under Management Fees: Compensation earned by Brook Venture Management, Inc for providing
investment advisory services to Brook Venture Fund IIA, LP is generally comprised of an asset-based
management fee, which does not exceed 2% and is generally payable monthly in arrears. The management
fee is generally deducted directly from the Private Investment Fund. The Private Investment Fund which
may hold private equity or other illiquid investments is typically charged fees based upon cost basis of
investments.

Details about a particular Private Investment Fund’s specific fee structure can be found in the relevant
Private Investment Fund’s Governing Documents.

Other Non-Advisory Fees

In addition to the fees described above, the Limited Partnership of each Private Investment Fund is generally
responsible for certain operating expenses as disclosed in the related Governing Documents. These

expenses can include, but are not limited to: all administrative expenses, including legal, tax, accounting,
custodial, printing, audits, insurance, advisory, Advisory Committee expenses, annual meeting expenses,
other expenses related to the investigating and retaining potential portfolio investments (including travel
and other out-of-pocket expenses) and disposition of portfolio company, and other costs and expenses
traditionally understood to be expenses related to the Private Investment Fund.

Moreover, the Limited Partnership of each Private Investment Fund may be charged with all costs and
expenses pertaining to organizing and raising capital from prospective investors, as disclosed in each
Private Investment Fund’s Governing Documents (“Organizational Expenses”).

All fees paid to the Adviser for investment advisory services are separate and distinct from the fees and
non-advisory fees referenced above. More details related to the fees and expenses borne by the Private
Investment Funds are included in their respective Governing Documents. Neither the Firm nor any of its
supervised persons receive placement fees or commissions from third-parties for the sale of securities or
other investment products, including asset-based charges or service fees from the sale of mutual funds.

Item 12 further describes the factors that the Adviser shall consider in selecting or recommending broker-
dealers for client transactions and determining the reasonableness of their compensation, if applicable.

Item 7 Types of Clients
The Adviser provides portfolio management services to private pooled investment vehicles. The minimum
investment in a Private Investment Fund varies according to strategy and can be found in the relevant Private
Investment Fund’s Governing Documents.