Bow Wave Capital Management LP

Item 5. Fees and Compensation

Management Fee

Bow Wave is paid an investment management fee (“Management Fee”) from certain Funds in an amount
that is generally equal to 1.75% per annum of the capital commitments of each such Fund during the Fund’s
investment period and 1.5% per annum of the cost basis of the Fund’s investments thereafter. Management
Fees are charged to certain Funds each quarter in advance on the first day of the quarter. The Management
Fee is prorated for any period that is less than a full quarter. Investors participating in a subsequent closing
generally bear the Management Fee from the initial closing date (along with certain other amounts) as
described further in the relevant Fund’s Governing Documents.

If provided for in the Governing Documents of a particular Fund, the Management Fees payable with respect
to all future periods during the term of a Fund may be offset by an amount equal to 100% of any directors
fees, consulting fees, advisory fees, management fees, transaction fees, closing fees, monitoring fees or
break-up fees from a counterparty in connection with the investment activities of the Fund (collectively,
“Transaction Fees”) that are earned by Bow Wave and its equity owners, directors, officers, employees,
affiliates and related trusts. To the extent that Transaction Fees earned by Bow Wave relate to an
investment held by more than one Fund client, the offset to Management Fees will be in proportion to the
Funds’ holdings of such investment.

Bow Wave may waive or modify the Management Fee as described in the relevant Fund’s Governing
Documents. In connection with the foregoing, the Management Fee has been modified for certain investors
in the Funds.

Performance-Based Compensation

Bow Wave Capital GP, LLC, an affiliate of Bow Wave, is generally entitled to receive up to 20% of the
distributions of the net profits of a Fund that would otherwise be distributed to such Fund’s investors
(“Carried Interest”) as provided for in the relevant Fund’s Governing Documents. The receipt of Carried
Interest by Bow Wave Capital GP, LLC is, for certain Funds, generally subject to achievement of a

percentage preferred return as more fully described in the Governing Documents, with a full "catch-up"
once such preferred return has been achieved. The Carried Interest for certain Funds is subject to a
clawback provision.

Bow Wave may waive or modify its Carried Interest as described in the relevant Fund’s Governing
Documents. In connection with the foregoing, the Carried Interest has been modified for certain investors
in the Funds.

More detailed information about the fees paid by investors in the Funds is included in each Fund’s
Governing Documents. Certain strategic investors in the Funds and certain related parties are entitled to
receive a portion of the Carried Interest.

In addition to paying the Management Fee and Carried Interest, each Fund will bear all costs and expenses
directly related to (i) investments or prospective investments (whether or not consummated), including out-
of-pocket costs such as due diligence, accounting and research-related software, data, valuation and
pricing services, legal, accounting, administrative, and other professional or third-party costs, brokerage
commissions and other transaction costs, interest charges, expenses incurred in respect of any Fund
borrowings and guarantees (including, without limitation, any principal, interest, fees, expenses and other
amounts due and owing in connection with any borrowing discussed above), custody fees, fees and
expenses of consultants and finders relating to investments or prospective investments, expenses of
investment vehicles in which the Fund invests and third-party managers retained by the Fund, specific
expenses incurred in obtaining and maintaining systems, research and other information utilized with
respect to the Fund’s investment program, any withholding, transfer or other taxes imposed on the Fund,
and fees and expenses of currency hedging; and (ii) the operation and administration of the Fund, including
fees to DGF Services LLC which is an entity owned and controlled by a strategic investor, accounting,
audit, tax preparation and legal expenses, including services provided by affiliated entities, costs of any
liability insurance for the Fund and those acting on its behalf, costs of any litigation or investigation involving
Fund activities, costs associated with reporting and providing information to existing and prospective
investors, and expenses of regulatory compliance, filings and reporting (including, but not limited to, Form
PF and Form D filings and the preparation thereof). Any extraordinary expenses relating to the Fund or its
investments, including any legal proceedings of any kind, will also be borne by the Fund. Additionally, feeder
fund assets invested in a master fund will indirectly bear the expenses of the master fund, including
organizational expenses (the foregoing amounts described in this Section, “Fund Expenses”). Excluded
from Fund Expenses (and paid by Bow Wave and/or its affiliates) are the fees of any solicitation or
placement agent relating to the solicitation of capital commitments to the Funds. In addition, Bow Wave
and its affiliates will each be responsible for their own operating and overhead costs, without reimbursement
by the Fund, including salaries, fringe benefits, travel expenses and other compensation costs, if any, of its
employees and general overhead costs such as rent, utilities, other employment and office related
expenses and its internal expenses related to providing investment management services to the Fund.

The Funds will not bear or be charged any placement or solicitation fees and expenses. All other actual
out-of-pocket expenses incurred in connection with the organization of a Fund and the offering of its
interests, including legal and accounting fees, printing costs, marketing and other expenses will be paid by
...

Item 7. Types of Clients

Bow Wave’s clients consist of the Funds, which are private funds that are pooled investment vehicles,
however, Bow Wave may in the future serve as investment manager to other client accounts, including
separately managed accounts for institutional investors.

Each Fund generally has a minimum capital commitment amount set forth in the Governing Documents,
which may be waived.