Butterfly Equity LP

FEES AND COMPENSATION

        In general, Butterfly receives a management fee (“Management Fee”) and a carried
interest in connection with its advisory services. Butterfly receives additional compensation in
connection with management and other services performed for portfolio companies of the Funds
and such additional compensation will offset in whole or in part the Management Fees otherwise
payable to Butterfly Equity to the extent provided by the Governing Documents. In addition,
Butterfly receives compensation for management and other services performed in connection with
the co-investments made in portfolio companies of the Funds. Investors in a Fund also bear certain
expenses as further detailed below.

Management Fees

     Butterfly’s Management Fees are described in detail in the relevant Fund’s Governing
Documents.

        As set forth and more fully described in the relevant Fund’s Governing Documents,
Butterfly generally is entitled to receive from certain Funds a Management Fee equal to 2.0% on
an annual basis of aggregate investor capital commitments to a Fund; certain other Funds,

including co-investment Funds that participate in an investment alongside a primary commingled
Fund, will pay discounted or no Management Fees to Butterfly. Generally, upon a date set forth in
the relevant Funds’ Governing Documents (the “Stepdown Date”), the Management Fee for fee-
paying Funds will be reduced and will equal 2.0% of (i) the aggregate investment contributions of
the Fund’s investors, less (ii) the aggregate amount of such investment contributions with respect
to the portion of each investment that has been disposed of or completely written-off.

        Management Fees based on the amount of commitments or the amount of investment
contributions generally will not be reduced based on reductions in investment value, except where
specified by the Governing Documents. As a general matter, Management Fees will be payable
during term extensions unless otherwise agreed with investors.

        The Governing Documents provide that a Fund’s Management Fees will be calculated on
a basis that generally is not tied to the Fund’s then-current net asset value. As further specified in
the Governing Documents, from the effective date of the relevant Fund until the Stepdown Date,
Management Fees generally will be charged based on a formula tied to the amount of the relevant
Fund’s aggregate commitments. After the Stepdown Date, Management Fees generally will be
calculated based on a formula tied to the amount of investment contributions (including, where
applicable, a Fund borrowing component (including interest expenses) and the amount of any
capitalized Portfolio Company Fees (as defined below) or expenses, including costs of Operating
Partners) made by the relevant Fund relating to the Fund’s aggregate investment(s) in its portfolio
companies that have not been disposed of or completely written off for U.S. federal income tax
purposes (such investments, “Impaired Value Investments”). Due to differences in the criteria
set forth in their respective Governing Documents, in the event where more than one Fund
participates in an investment, there is the possibility that an investment will become an Impaired
Value Investment for purposes of one Fund’s Governing Documents but not those of one or more
other Funds.

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
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,
the Governing Documents do not require Management Fees to be reduced or refunded following
the occurrence of a writedown, decrease (including a significant decrease) in fair value or other
event not constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), or roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents. For the avoidance
of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment
is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of Management Fees otherwise payable to such investment will be
reduced solely based on the ratio of the fair market value of each relevant remaining investment(s)
as compared against the amount of total investment contributions relating to such investment(s).

       As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value of individual investments

or of a Fund, including following the relevant investment period, and generally will not be reduced
in connection with any write downs, except in the case of Impaired Value Investments.

        The Governing Documents set forth the full list of terms under which Management Fees
will be reduced, offset or otherwise limited, and consequently investors should expect to bear the
full specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein, except to the extent the Management Fee
payable with respect to any investor is altered in any Side Letter or similar agreement with or
applicable to such investor.

        As described further in the Governing Documents, the Management Fees are generally
reduced by an amount equal to 100% of a Fund’s portion of portfolio company fees (“Portfolio
Company Fees”) attributable to such Fund’s investors not designated as “Affiliated Partners” (as
...

TYPES OF CLIENTS

        Butterfly provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Butterfly’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 of 1940, as amended (the
“Investment Company Act”). The investors participating in the Funds 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 often include, directly or
indirectly, principals or other personnel of Butterfly and members of their families, Operating
Partners or other Service Providers retained by Butterfly or a Fund, as well as executives of
portfolio companies.

        The relevant General Partner also generally is permitted 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 legal, tax, regulatory or other similar
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 related Fund.

        Investors are generally “accredited investors” within the meaning of Rule 501(a) under the
Securities Act of 1933, as amended, and are generally either “qualified purchasers” within the
meaning of Section 2(a)(51) under the Investment Company Act, or “qualified clients” within the
meaning of Rule 205-3 under the Advisers Act. Each Fund generally has a minimum investment
amount for third-party investors as provided in such Fund’s Governing Documents. Butterfly
generally is permitted to waive such minimum investment amount, but generally will not permit
an amount less than $100,000 (or other amounts as specified by Cayman Islands law).

    METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

        The following is a summary of the investment strategies and methods of analysis generally
employed by Butterfly on behalf of the Funds and a summary of certain risks involved with the
Firm’s investment strategy and an investment in the Funds. More detailed descriptions of the
Funds’ investment strategies and methods of analysis and risks are included in the Governing
Documents of each Fund. There can be no assurance that Butterfly will achieve the investment
objectives of any Fund and a loss of investment is possible.

General

        Butterfly is a private investment firm focused on private equity investments in the North
American food sector. Butterfly’s focus on food spans the entire food value chain from “seed to
fork” via three target verticals (the “Target Industries”): (i) Production & Inputs; (ii) Business
Services; and (iii) Branded Food & Beverage. The Firm’s investment advisory services consist of
identifying and evaluating investment opportunities, negotiating investments, managing and
monitoring investments and achieving dispositions for investments. Investments are

predominantly in non-public companies although investments in public companies are permitted.
Whenever possible, Butterfly seeks to make control investments in its portfolio companies.
However, a minority position can be required or appropriate due to factors such as regulation,
management alignment, size, and investment thesis. Butterfly will generally seek to be the lead or
co-lead investor in its portfolio companies, but when required will look to assemble investor
consortiums of like-minded partners that can help the Firm drive value.

Investment and Operating Strategy

        Specialized Focus on Food. Butterfly believes food is an attractive sector for investment
due in part to, in Butterfly’s view, the sector’s secular growth tailwinds, potential returns on
capital, low cyclicality and volatility and significant operational improvement potential. Within
the Target Industries, Butterfly has further identified eleven target subsectors that it believes to be
attractive for investment based on an extensive set of criteria. These target subsectors include
equipment, ingredients, F&B manufacturing, packaging, data services, distribution, outsourced
services, beverages, packaged foods and franchised restaurants.

        Deal Sourcing and Due Diligence. Butterfly believes that its specialized focus on food
allows for efficient identification of food companies it believes are attractive for investment, and
its extensive network and strategy allow for a differentiated approach to sourcing transactions. As
further described in the applicable Memorandum, Butterfly applies a set of sector-level and
company-level criteria to the broader food universe to identify companies it deems potentially
attractive for investment. With those targets identified, Butterfly seeks to leverage its extensive
network along with targeted outreach and proprietary inflow to source transaction opportunities.

         Butterfly seeks to leverage its operations-driven approach to drive a deeper and more
thorough diligence process relative to non-specialists seeking to invest in the space. To execute
the due diligence process, the Firm will utilize the expertise of its investment team and one or more
of its Operating Partners in addition to its broader industry network. Where appropriate, the Firm
will engage third-party Service Providers to assist in due diligence, valuation and deal execution.
The due diligence process is focused on verifying that the underlying fundamentals of each
...