Aterian Investment Management LP

FEES AND COMPENSATION

        The following is a general description of fees, compensation and expenses of the Funds.
Differences exist from Fund to Fund, and certain Funds reserve the right not to charge certain
fees, compensation or expenses that other Funds charge. The Limited Partnership Agreements of
the Funds describe fees, compensation and expenses in greater detail.

         In general, Aterian receives a management fee and/or a carried interest in connection with
the provision of advisory services to its clients, as further described below. Aterian and/or its
affiliates also generally receive additional compensation in connection with management and
other services performed for portfolio companies of the Funds and such additional compensation
will generally offset in whole or in part the Management Fees (as defined below), if any,
otherwise payable to Aterian, as described in the applicable Governing Documents. Investors in
the Funds also bear certain fund expenses, as described below.

Management Fees

        For Fund II, Fund III and Fund IV, during the applicable Fund’s investment period, such
Fund generally will pay Aterian an annual management fee (the “Management Fee”) equal to
2% of aggregate capital commitments to such Fund held by partners not designated as “affiliated
partners” by the relevant General Partner. Payment of the Management Fee will be made
quarterly in advance. Generally, investors participating in a closing after the initial closing of a
Fund bear the Management Fee from the date of the effective date of such Fund, plus interest.
Upon a date specified in a Fund’s Governing Documents (the “Stepdown Date”), the
Management Fee will equal 2% of the fee-paying partners percentage of (i) the aggregate amount
of investment contributions (including, where applicable, a Fund borrowing component
(including interest expenses) and the amount of any capitalized Supplemental Fees (as defined
below) or expenses) with respect to investments that have not been disposed of, minus (ii) the
aggregate amount of any permanent write downs with respect to investments that have not been
disposed of; provided that any investment in a portfolio company shall be treated as having been
disposed of or permanently written down only to the extent that, as of the date of the disposition
or write down, the aggregate value of the remaining investment in any such portfolio company is
less than the aggregate investment contributions with respect to all existing and former
investments therein (an investment that is subject to such a partial disposition requiring a
reduction in the Management Fee pursuant to the foregoing, a “Partially Disposed Investment”
and an investment that is subject to such a permanent write down requiring a reduction in the
Management Fee pursuant to the foregoing, an “Impaired Value Investment”).

        Opps Fund II will pay Aterian an annual Management Fee equal to up to 0.95%
(decreasing every two years until the sixth anniversary of the Opps Fund II closing date (at
which point the Management Fee rate will be as agreed with the Opps Fund II advisory
committee) pursuant to Opps Fund II’s Governing Documents) of the fee-paying partners
percentage of (i) the aggregate amount of investment contributions (including, where applicable,
a borrowing component and the amount of any capitalized Supplemental Fees (as defined below)
or expenses) with respect to investments that have not been disposed of, minus (ii) the aggregate
amount of any permanent write downs; provided that any investment in a portfolio company
shall be treated as having been disposed of or permanently written down only to the extent that,

as of the date of the disposition or write down, such investment is a Partially Disposed
Investment or an Impaired Value Investment, as applicable.

        Management Fees will be payable during term extensions unless specified otherwise in
the relevant Fund’s Governing Documents. As is generally the case in private equity funds, the
Governing Documents of each Fund provide that such Fund’s Management Fees will be
calculated and charged on a basis that generally is not tied to such Fund’s then-current net asset
value or the net asset value of individual investments. Under the applicable Fund’s Governing
Documents, following the applicable Stepdown Date, where the fair market value of an
investment exceeds the total amount of investment contributions relating to such investment,
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of applicable investment contributions.
Conversely, a Fund’s Governing Documents do not require Management Fees to be reduced or
refunded following the occurrence of a write down, decrease (including a significant decrease) in
fair value or other event not constituting a complete disposition (including a partial sale or
disposition, recapitalization (including recapitalizations involving dividends), reorganization,
restructurings, roll-over investments, extraordinary dividends and similar transactions),
regardless of whether the value of such Fund’s investment or ownership percentage in such
portfolio company has been reduced (including substantially reduced) as a result of such
transaction, except in the case of Partially Disposed Investments and Impaired Value
Investments.

        In many circumstances, after the applicable Stepdown Date, the Management Fee base
will include capitalized transaction-specific fees and expenses of unrealized investments,
including certain fees (such as Supplemental Fees)(as defined below) and expenses paid to
Service Providers, Aterian or its affiliates. Further, Management Fees generally will not be
reimbursed or refunded under the Governing Documents in the event of realizations,
dispositions, write-downs or write-offs that occur partway through the relevant calculation
period.
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TYPES OF CLIENTS

        Aterian provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Aterian’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt investment pools under the Investment Company Act. The investors participating in the
Funds generally include individuals, banks or thrift institutions, other investment entities,
university endowments, 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 Aterian and its affiliates and members of their
families, members of the Operations Group other Service Providers retained by Aterian or a
Fund, as well as executives of portfolio companies.

       The Funds generally have a minimum investment amount of $5 million for third-party
investors. Generally, investors must be “accredited investors” as defined under Regulation D of
the Securities Act of 1933, and may also be required to be either “qualified purchasers” or
“knowledgeable employees” as defined under the Investment Company Act. Aterian generally is
permitted to waive such minimum investment amounts and qualification requirements.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       Aterian seeks to invest primarily in middle market companies and build active, hands-on
partnerships with management teams to create significant long-term value for all stakeholders.
Aterian will generally focus on investing with a focus on: primarily control investments,
turnarounds, companies or industries in transition, supporting untapped market opportunities,
companies in need of operational support, restructurings, carve-outs, underperformers and other
unique investment situations in middle market companies.

        The following is a summary of the investment strategies and methods of analysis
generally employed by Aterian on behalf of the Funds. There can be no assurance that Aterian
will achieve the investment objectives of the Funds and a loss of investment is possible.

Investment and Operating Strategy

        Aterian is an operationally-focused middle market private equity firm, providing
resources to further enhance operations, growth and investment initiatives. Aterian generally
invests in businesses generating $50 million to $750 million in annual revenues with strong,
well-established franchises in need of up to approximately $100 million of capital. Aterian’s
Principals have extensive experience investing in complicated situations including corporate
carve-outs, restructurings both in and out of bankruptcy, and strategic investments necessary to
build and enhance value for all stakeholders. Aterian intends to invest across a broad range of
industries, in both control and non-control situations across the capital structure in addition to
bridging the entire purchase price, providing sellers speed and certainty of closing.

Risks of Investment and Conflicts of Interest

        The Funds and their investors bear the risk of loss that Aterian’s investment strategy
entails. Although the following risk factors are generally applicable to Aterian’s Funds,
investors should also refer to a Fund’s Memorandum for risk factors specific to that Fund. The
risks and conflicts of interest involved with Aterian’s investment strategy and an investment in
the Funds include, but are not limited to:

        Business Risks. Each Fund’s investment portfolio will consist primarily of securities
issued by privately held companies, and operating results in a specified period will be difficult to
predict. Such investments involve a high degree of business and financial risk that can result in
substantial losses.

        Future and Past Performance. The performance of Aterian’s prior investments is not
necessarily indicative of a Fund’s future results. While Aterian intends for the Funds to make
investments that have estimated returns commensurate with the risks undertaken, there can be no
assurances that any targeted internal rate of return will be achieved. On any given investment,
loss of principal is possible.

         Investment in Junior Securities. The securities in which a Fund will invest may be
among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest
risk of loss. Generally, there will be no collateral to protect a Fund’s investment once made.

        Lack of Unilateral Control. Even if a Fund is the majority investor or controlling
shareholder, as applicable, of a portfolio company, in certain circumstances it may not have
unilateral control of the portfolio company. To the extent a Fund invests alongside third parties,
such as institutional co-investors or private equity funds of other sponsors, or makes a minority
investment, the relevant portfolio company may be controlled or influenced by persons who have
economic or business interests, investment or operational goals, tax strategies or other
considerations that differ from or are inconsistent with those of the relevant Fund or its limited
partners. Such third parties may be in a position to take action contrary to the Fund’s business,
tax or other interests, and the Fund may not be in a position to limit such contrary actions or
otherwise protect the value of its investment.

        Concentration of Investments. The Funds will participate in a limited number of
investments and may seek to make several investments in one industry or one industry segment.
As a result, a Fund’s investment portfolio could become highly concentrated, and the
performance of a few holdings or of a particular industry may substantially affect its aggregate
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