Arsenal Venture Partners Inc

Item 5: Fees and Compensation
 As compensation for investment advisory services rendered to the Arsenal Funds, Arsenal Venture
 Partners m a y receive a management fee, as defined in each applicable Advisory Agreement.
 Upon the termination of an Advisory Agreement, appropriate treatment will be given to all
 management fees collected in advance. As described below, the management fee may be
 reduced or waived in some circumstances in connection with the receipt by Arsenal Venture
 Partners or its related persons of various fees paid by actual or prospective portfolio companies.

 The management fee is generally subject to waiver or reduction by Arsenal Venture Partners in its
 sole discretion, including in connection with investments made by the General Partners, governing
 body, or its related persons.

 To the extent provided in the Advisory Agreements and the partnership agreements of the Arsenal
 Funds, Arsenal Venture Partners will pay out of its management fees certain operating expenses,
 including expenses on account of rent, utilities, office supplies, office equipment, travel,
 entertainment, compensation of its general partners and employees (other than carried interest
 described in Item 6 below) and other routine administrative expenses relating to the services and
 facilities provided by Arsenal Venture Partners to the Arsenal Funds. Each Arsenal Fund will bear
 all other expenses relating to it to the extent not borne by its portfolio companies, including
 legal, accounting, investment banking, consulting, research, brokerage, finders’, custody, transfer,
 registration, advisory board, interest, taxes and extraordinary expenses, and other similar fees
 and expenses. Some of these expenses borne by the Arsenal Funds may relate to costs associated
 with unexecuted transactions.

Arsenal Venture Partners

 Other Fees

 A management fee is not typically charged to Arsenal Cart Investors LLC, Arsenal Cart Investors II
 LLC, Arsenal Cart Investors III LLC, Arsenal Cart Investors IV LLC, Arsenal Beamer Investors LLC,
 Arsenal Elevate Investors I LLC, and Arsenal Sayari Investors I, LLC (the “Special Purpose Vehicles”).
 In order to recover the expense associated with formation, accounting, reporting, legal, tax and
 regulatory fees associated with managing the Special Purpose Vehicles, the respective Manager
 of each vehicle will receive payment for accrued expenses, defined in an expense policy, upon
 liquidation of the underlying assets of the company. In addition, carried interest, if applicable as
 defined in each company’s operating agreement may be paid upon liquidation.

 Generally, Arsenal Venture Partners may perform management, advisory, transaction‐related
 services, financial advisory and other services (“Related Services”) for, and may receive fees from,
 actual e x i s t i n g portfolio companies. or other investment vehicles of the Arsenal Funds,
 including such fees in connection with mergers, acquisitions, add‐on acquisitions, re-financings,
 public offerings, sales and similar transactions.

 In the event Arsenal Venture Partners does perform Related Services, these fees may be
 significant, and in some instances, may exceed the management fee. Such fees may be paid in
 cash, in securities of portfolio companies or investment vehicles (or rights thereto) or otherwise.
 Although such fees are in addition to the management fees paid by the Arsenal Funds, Arsenal
 Venture Partners will in some circumstances reduce future management fees in connection with
 the receipt of these fees. The calculation of such reduction varies from fund to fund and is
 described in the applicable fund documents. Such reductions will be credited on a regular basis.
 To the extent any such credit would reduce the management fee for a given quarter below zero,
 such credit will be carried forward for future application. These fees, if and when received, will be
 disclosed in the annual financial statements of the applicable Arsenal Fund.

 In the standard course of its business, Arsenal Venture Partners does not utilize the services of
 broker‐dealers for transaction Related Services. In the event that it chooses to use a broker‐dealer
 for limited purposes relating to a particular Arsenal Fund, such Arsenal Fund will incur brokerage
 and other transaction costs. However, no such brokerage fees or transaction costs will be paid to
 Arsenal Venture Partners or its affiliates. For additional information regarding brokerage
 practices, please see Item 12 below.

Item 7: Types of Clients
 Arsenal Venture Partners currently provides investment advisory services to pooled investment
 vehicles.

  Investment advice is provided directly to the Arsenal Funds, subject to the direction and control
 of the General Partner, Manager, or other governing body, of such Arsenal Fund, and not
 individually to the investors of such Arsenal Funds.

 Interests in the Arsenal Funds are offered pursuant to applicable exemptions from registration
 under the Securities Act and the 1940 Investment Company Act. Investors must be a “qualified
 client” as defined under the Advisers Act. Investors in Arsenal Funds can include Federal and State
 agencies, high net worth individuals, banks, thrift institutions, pension and profit‐sharing plans,
 sovereign wealth funds, trusts, estates, charitable organizations, university endowments,
 corporations, limited partnerships and limited liability companies or other business entities.