Aldrich Capital Partners LLC

FEES AND COMPENSATION

       In general, Aldrich and/or its affiliates receive a management fee and a carried interest in
connection with advisory services. Aldrich or its related entities or affiliates receive additional
compensation in connection with management and other services performed for portfolio

companies of the Funds and SPVs, and such additional compensation from Fund (but not SPV)
portfolio companies will offset in whole or in part the management fees otherwise payable to
Aldrich by the Funds. In addition, in certain circumstances the Advisers are eligible to receive
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds and SPVs. Investors in a Fund also bear certain expenses.

Management Fees; Carried Interest

Funds

         The Funds will pay Aldrich, quarterly in advance, a management fee (the “Management
Fee”) equal to 2% on an annual basis of aggregate Fund investor capital commitments made by
investors not designated by its General Partner in its sole discretion as “affiliated partners” (as
discussed below). Commencing with the first Management Fee due date after the expiration of the
investment period or earlier upon the occurrence of certain events as set forth in the Operating
Agreements, the Management Fee will equal 2% of (i) the aggregate investment contributions by
investors that are not designated as “affiliated partners,” less (ii) the aggregate amount of
investment contributions by investors that are not designated as “affiliated partners” with respect
to the portion of each investment that has been disposed of or completely written-off for U.S.
federal income tax purposes, as further described in the Operating Agreements. The Management
Fee for a given Fund will commence as of the later of the Fund’s initial closing date and the date
of which its General Partner has commenced identifying and investigating new investment
opportunities for the Fund. Investors participating in a subsequent closing will be assessed
Management Fees retroactive to such date. The Management Fee will be payable throughout the
life of the Fund, as described in the Operating Agreements. Installments of the Management Fee
payable for any period other than a full three-month period are adjusted on a pro rata basis
according to the actual number of days in such period. Where the relevant Operating Agreement
calculates Management Fees based on the amount of capital commitments or the amount of
investment contributions, the amount of Management Fees generally will not be reduced based on
reductions in investment value, except where specified by the relevant Operating Agreement. As
a general matter, Management Fees will be payable during term extensions unless otherwise
agreed with investors.

        As further described in the Funds’ Operating Agreement, the Funds’ Management Fee will
be reduced (but not below zero) by an amount equal to the non-“affiliated partner” percentage (i.e.
the fraction of the aggregate capital commitments of all partners other than “affiliated partners”
over the aggregate capital commitments of all partners) of the following: (a) until the aggregate
amount of investment banking fees, commitment fees, directors’ fees, financial consulting fees,
advisory fees, certain break-up fees and other similar fees paid to their General Partners with
respect to Fund investments or prospective investments (“Supplemental Fees”) not applied to
reduce Management Fees in the given calendar year equals $1 million, 80% of Supplemental Fees,
and (b) thereafter for the remainder of such calendar year, 100% of Supplemental Fees.
Supplemental Fees do not include any amount received by the General Partners, the Operating
Advisors or other persons from a portfolio company (or prospective investment) as reimbursement
for expenses directly related to such portfolio companies (or prospective investments), as payment
for services provided to any portfolio company in the ordinary course of such company’s business,
as compensation for services provided by the General Partners or other person as an employee or

similar role for such portfolio company, as compensation paid to Operating Advisors, or any fees
or other amounts with respect to other investments or portion thereof held by a person or entity
other than a Fund, including SPV portfolio companies in which the Funds also hold an interest, as
set forth more fully in the Fund’s Operating Agreement.

        As a matter of practice, Aldrich is typically paid fees of the type referred to in the preceding
paragraph from, on behalf of or with respect to co-investors in an investment, as well as other fees
relating to the structuring and administration of co-investment arrangements. To the extent
specified in the applicable Operating Agreement, the receipt of such fees will reduce the
Management Fee payable by any Fund(s) that have also invested in such investment to the extent
that such Fund(s) have Management Fee payable to offset against (and subject to the terms of
applicable Operating Agreement), otherwise, the receipt of such fees with respect to co-investors
in an investment will not reduce the Management Fee payable by any Fund and a Fund will only
benefit with respect to its allocable portion of any such fee and not the portion of any fee that
relates to co-investors (which could include co-investment vehicles managed by Aldrich, third
parties, portfolio company management or employees and/or others). Supplemental fees offsets
generally are performed on a net basis, after giving effect to taxes and other expenses in connection
with the receipt of such fees or the provision of related services. Unless otherwise agreed with
investors, Supplemental Fees generally will be payable during term extensions, even if
Management Fees are reduced or eliminated during the extended term.
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TYPES OF CLIENTS

         Aldrich provides investment advice solely to its Fund and SPV clients, and references
throughout this Brochure to “clients” and to Aldrich’s related duties to and practices on behalf of
its clients and/or investors should be constructed accordingly. The Funds and SPVs generally
include investment partnerships or other investment entities formed under domestic or foreign laws
and operated as exempt investment pools under the Investment Company Act of 1940, as amended.
The investors participating in the Funds and SPVs generally include 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 from time to time include, directly or indirectly, Principals or
other employees of Aldrich and its affiliates and members of their families, Operating Advisors or
other service providers retained by the Adviser, as well as executives of portfolio companies.

       The relevant General Partners also generally is permitted from time to time to establish
Funds that are alternative investment vehicles in order to permit certain investors to participate in
one or more particular investment opportunities in a manner desirable for tax, regulatory or other
reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the
assets of these vehicles independent of limitations or other procedures set forth in the
organizational documents of such vehicles and the Operating Agreement related to a Fund.

        The Funds generally have a minimum investment amount of $5 million for third-party
investors. The Adviser is generally permitted to waive such minimum investment amount. The
SPVs have varying contribution amounts depending on the particular portfolio company invested
in and the number of investors. The Fund and SPV interests are offered and sold solely to
accredited investors that generally are also qualified purchasers and/or qualified clients (or
qualified knowledgeable Aldrich personnel).

    METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Aldrich is a private investment firm focused on growth equity investments in lower middle
market companies, primarily in the technology industry. Aldrich’s investment advisory services
consist of identifying and evaluating investment opportunities, negotiating investments, managing
and monitoring investments and achieving dispositions of investments. Investments are
predominantly of non-public companies although investments in public companies are permitted.

        Aldrich generally targets both control and minority investments in private companies that
have not previously raised traditional institutional capital, but have validated both the technical
viability of their business models and a feasible customer value-proposition, and which also have
the characteristics described below. After making an investment Aldrich generally seeks to employ
intensive, hands-on collaboration with portfolio companies to drive revenue growth and/or margin
expansion.

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

Investment and Operating Strategy

       Targeted Portfolio Companies. Aldrich typically focuses on potential portfolio company
investments with the following characteristics: Fundamentally sound business models; founder-
owned companies, secondary and tertiary geographies in North America; strong, motivated
management teams; and differentiated products or solutions.

         Targeted Investment Structures. Investments generally are structured as either significant
minority equity stakes or control transactions. Aldrich believes this flexibility allows the Funds
and SPVs to match the investment opportunity with the appropriate investment structure. For most
investments, Aldrich expects value-creation to be attained through growth in revenues and
earnings, coupled with improvements in the underlying operations of the business. Leverage
generally is used selectively used to help fund the purchase of an interest in a business, but Aldrich
expects that most investments will involve either no leverage or low levels of leverage. Aldrich
expects that most investments will be in the form of a senior preferred equity security that is senior
to all other classes of equity. As an active, value-added investor, Aldrich anticipates maintaining
an active level of engagement with management. Whether Aldrich is a board member or an
observer, it intends to be intensively involved with the operations and strategy of the company.

        Proprietary Sourcing and Diligence Infrastructure. Aldrich has developed a proprietary
sourcing and analytics engine to help identify and diligence investment opportunities. The sourcing
infrastructure uses data feeds and proprietary analytics to track various company variables. This
infrastructure is maintained and enhanced by a team of researchers, data scientists and statisticians
who are full-time employees of Aldrich.

       Diligence and Investment Committee Process. Following the identification of an active
lead, Aldrich undertakes an underwriting process generally involving extensive diligence and
Operating Advisor checks before making an investment. High potential new opportunities will be
discussed with the investment committee frequently to allow Aldrich to move quickly in
competitive situations.

        Intensive Operational Value-Add. Aldrich utilizes a playbook comprised of
methodologies and functional operating frameworks designed to help portfolio companies scale,
accelerate revenue growth and expand their earnings power. During the due diligence phase of a
potential investment and prior to closing the investment, Aldrich generally develops a
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