AE Industrial Partners LP

Fees and Compensation

        In general, AE Industrial receives a management fee (the “Management Fee”) and
carried interest in connection with advisory services. AE Industrial also receives additional
compensation in connection with management and other services performed for portfolio
companies of Funds and certain co-investment funds and such additional compensation typically
will offset in whole or in part the Management Fees otherwise payable to AE Industrial, as further
described in the Governing Documents. Investors in a Fund also bear certain expenses.

        Set forth below is a summary chart regarding Management Fees and carried interest
charged to fee-paying Funds and certain Co-Investment Funds. With respect to the Management
Fee for each Fund, the chart summarizes the initial Management Fee terms. For most Funds,
upon the occurrence of certain events or after a specified time period, the initial Management
Fee is reduced in accordance with such Fund’s Governing Documents. Additional information
regarding such reduction is described below in the summary chart. Please refer to the
descriptions below and the Governing Documents for more information.

                     Initial                Management Fee Reduction              Carried Interest
                     Management Fee
AE-GJC Fund          Zero                   N/A                                   10% of realized
                                                                                  profits, subject to 8%
                                                                                  compound preferred
                                                                                  return
AE Fund I            Annual 2.0% of         Yes; upon the earlier to occur of     20%       of    realized
                     capital                certain events specified in the       profits, subject to 8%
                     commitments,           Governing     Documents,      the     compound preferred
                     payable quarterly in   Management Fee is reduced to          return
                     advance                2.0% of funded commitments

AE Fund I-A          Zero                   N/A                                   N/A

AE Fund I-B          Annual 1.0% of          Yes; upon the earlier to occur of    10% of realized
                     capital                certain events specified in the       profits, subject to 8%
                     commitments,           Governing Documents, the              compound preferred
                     payable semi-          Management Fee is reduced to          return
                     annually in advance    1.0% of funded commitments
Fund II              Annual 2.0% of         Yes; upon the earlier to occur of     20%       of    realized
                     capital                certain events specified in the       profits, subject to 8%
                     commitments,           Governing      Documents,       the

                    payable quarterly in   Management Fee is reduced to compound               preferred
                    advance                2.0% of funded commitments   return
Fund III            Annual 2.0%,           Yes; upon the earlier to occur of     20%       of    realized
                    payable quarterly in   certain events specified in the       profits, subject to 8%
                    advance                Governing       Documents,      the   compound preferred
                                           Management Fee is reduced to          return
                                           2.0% of funded commitments
HorizonX Fund I     Annual 1.5%,           Yes; after third anniversary, 2.5%    20% of realized
                    payable quarterly in   annually                              profits, after a
                    advance                                                      preferred distribution
                                                                                 representing a return
                                                                                 of capital to the seed
                                                                                 investor
HorizonX Fund II     Annual 2%             Yes; upon the earlier to occur of     20% of realized
                    payable quarterly in   certain events specified in the       profits, subject to 8%
                    advance                Governing Documents, the              compound preferred
                                           Management Fee is reduced to          return
                                           2.0% of funded commitments
Ventures Fund III   Annual 2.0%            Yes, for Fees Subject to Offset, as 20% of realized profits
                    multiplied by the      specified in the Governing
                    Management Fee         Documents
                    Base, as defined in
                    the Governing
                    Documents,
                    payable quarterly in
                    advance
Opportunities       Annual 1.5%,           Yes; upon the earlier to occur of     20% of realized
Fund                payable quarterly in   certain events specified in the       profits, subject to 8%
                    advance                Governing Documents, the              compound preferred
                                           Management Fee is reduced to          return
                                           1.5% of funded commitments
Leasing Fund II     Annual 1.5%,           Yes; upon the earlier to occur of     20% of realized
                    payable quarterly in   certain events specified in the       profits, subject to 8%
                    advance                Governing Documents, the              compound preferred
                                           Management Fee is reduced to          return
...

Types of Clients

         AE Industrial provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to AE Industrial’s related duties to and practices on
behalf of its clients and/or investors should be construed accordingly. The Funds include
investment partnerships or other investment entities formed under U.S. laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended. The
investors participating in the Funds include high-net-worth individuals, banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family
offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities, and often include, directly or indirectly, principals or other
personnel of AE Industrial and its affiliates and members of their families, operating partners or
other Service Providers retained by AE Industrial or a Fund, as well as executives of portfolio
companies.

       Certain Funds managed by AE Industrial are currently accepting new investors. Each
such Fund generally has a minimum investment amount of $5 million, for certain Funds or $10

million, for other Funds, for third-party investors. Such Fund interests are offered and sold solely
to qualified purchasers (or qualified knowledgeable AE Industrial personnel), other than in
circumstances not required under such Fund’s Governing Documents. AE Industrial is permitted
to waive the minimum investment amounts described above.

                Methods of Analysis, Investment Strategies and Risk of Loss

General

       AE Industrial is a private investment firm focused on making investments in Target
Market businesses whose operating and financial performance can benefit from AE Industrial’s
operating expertise and proactive ownership and investment model. As noted above in
“Advisory Business,” the Funds pursue various investment strategies.

         AE Industrial’s Target Markets have certain characteristics that the Firm believes make
them attractive for U.S. middle-market or early-stage investment opportunities in the aerospace,
national security, aerospace and industrial services markets. These opportunities include, but are
not limited to, global scale, high value-added products and services that require special expertise
and have long product development cycles that create measurable market backlogs and a
fragmented supply chain. Many of the Target Markets’ attributes represent potential significant
barriers to entry, and AE Industrial believes its experience and knowledge with respect to such
barriers enable it to meet the demanding standards of the large Target Market companies at the
top of the supply chain. Within the Target Markets, AE Industrial believes that technology,
expertise and relationships matter, and AE Industrial believes its historical experience positions
it well to understand and address the characteristics of the Target Markets.

       There can be no assurance that AE Industrial will achieve the investment objectives of
any Fund and a loss of investment is possible.

Investment and Operating Strategy

        AE Industrial maintains a disciplined investment approach in an effort to invest in high
quality opportunities in the Target Markets. This process can be summarized by the following
attributes:

            Thesis driven;

            Proactive sourcing model;

            Extensive and industry-specific due diligence capabilities built from deep
             operating experience;

            Thorough Investment Committee approval process; and

            Active portfolio management and risk mitigation from operating experience.

        Thesis Driven. AE Industrial’s partners and operating partners maintain relationships
with key decision-makers at many of the relevant suppliers in the Target Markets. This level of
connectivity provides AE Industrial with potential insights into trends, cycles and innovation
within these markets. By virtue of these insights, AE Industrial believes it is better positioned
to approach investment opportunities proactively through its thesis driven process rather than
simply focus on opportunistic deals or companies “for sale.” This approach also helps avoid
wasting time on companies AE Industrial believes to be unattractive for investment. This thesis
driven process has two important phases within AE Industrial: (i) first-hand experience with
growth opportunities or inefficiencies in the Target Markets that present a sound investment
opportunity; and (ii) a comprehensive data-driven due diligence exercise to confirm its thesis.
AE Industrial has access to a due diligence team that has decades of experience with investments
in the Target Markets and can also leverage the expertise of its existing portfolio investments.

         Proactive Sourcing Model. AE Industrial has built an extensive network of executives
within its Target Markets. It uses these contacts, in addition to company screening tools and
internal knowledge, to identify target companies that fit within an investment thesis. AE
Industrial then actively approaches owners of target companies to engage with the target
company on what AE Industrial believes is the company’s market opportunity going forward
and how AE Industrial’s experience and network can help the company achieve its growth
potential. AE Industrial believes it can immediately create credibility with a potential portfolio
company’s owner and management team by quickly understanding a target’s strengths,
weaknesses and opportunities. In non-control investments for certain Funds, AE Industrial
expects that it will have the opportunity to engage the owner as the lead institutional investor
and to position itself as a specialized, industry partner rather than as just another source of
capital.
...