Centerview Capital Technology Management LP

FEES AND COMPENSATION

         In general, the Advisers receive a Management Fee (as defined below) and carried interest
in connection with their advisory services to the Private Investment Funds. The Advisers or their
affiliates may receive additional compensation in connection with management and other services
performed for portfolio companies (e.g., monitoring, transaction fees, closing fees, breakup fees,
directors fees and other fees) of Private Investment Funds and such additional compensation will
generally offset in whole or in part the Management Fees otherwise payable to the Advisers.
Investors in a Partnership also bear certain fund expenses.

Management Fee

       During its respective investment period, each of the Funds pays the Management
Company, quarterly in advance, a management fee (the “Management Fee”) equal to 2.0% on an
annual basis of each such Partnership’s aggregate third-party investor capital commitments (the
“Commitments”), subject to certain reductions as described in the applicable Partnership
Agreement. Investors participating in a closing after the initial closing bear the Management Fee
from the initial closing plus interest. The Management Fee will be payable over the term of each
Partnership. Installments of the Management Fee payable for any period other than a full three-
month period are generally adjusted on a pro rata basis according to the actual number of days in
such period.

       The Management Fee will be reduced by all placement fees and any organizational
expenses paid by a Partnership in excess of the expense cap specified in the applicable Partnership
Agreement. The Management Fee will be reduced by a portion of (i) any directors’ fees, financial
consulting fees or advisory fees paid to the General Partner or certain of its affiliates from portfolio
companies; (ii) any transaction fees paid by portfolio companies to the General Partner or certain

of its affiliates; and (iii) any break-up fees from transactions not completed that are paid to the
General Partner or certain of its affiliates (such fees, “Supplemental Fees”). The General Partner
or its affiliates may retain the remaining portion of such Supplemental Fees. To the extent that
such an offset credit would reduce the Management Fee for a given Management Fee period below
zero, the credit will be carried forward for future application against payable Management Fees.
To the extent any such excess remains unapplied upon dissolution of the Partnership, each partner
of the Funds will receive its share of such unapplied excess, unless such partner elects not to
receive its share.

        Centerview Partners LLC, a registered broker-dealer and an associated party of the General
Partner, may seek to perform investment banking and other services for portfolio companies and
the Partnerships in exchange for fees, including financial advisory fees or fees in connection with
restructurings, recapitalizations and dispositions of portfolio companies. Such fees will not be
shared with the Partnerships and will not result in an offset against the Management Fee.
Additional information regarding the activities of Centerview Partners LLC can be found in
“Methods of Analysis, Investment Strategies and Risk of Loss − Conflicts of Interest.”

        As permitted under the Partnership Agreement for each of the Funds, the General Partner
may waive all or a portion of a Management Fee payment for a corresponding interest in such
Fund’s profits. Any such waived portion of the Management Fee may be used to reduce the
amount of capital the General Partner would otherwise be required to contribute to the Fund. The
limited partners of the Funds may be required to make a pro rata contribution according to their
respective Commitments to fund any contribution that would otherwise be required of the relevant
General Partner in connection with any such waiver or reduction as described above.

       The Employee Fund is not subject to a Management Fee or carried interest.

Carried Interest

        The General Partner is entitled to receive a carried interest with respect to each Partnership
equal to 20% of all realized profits after payment of an 8% annually compounded preferred return,
subject to a General Partner catch-up provision, as more fully described in the Partnership
Agreement of the applicable Partnership. The carried interest distributed to the General Partner is
subject to a potential giveback on an interim basis and at the end of life of the Partnership if the
General Partner has received excess cumulative distributions.

Other Information

       The General Partner may exempt certain investors in a Fund from payment of all or a
portion of Management Fees and/or carried interest, if applicable, including the General Partner
and any other affiliate of the General Partner so designated by the General Partner. Any such
exemption from Management Fees and/or carried interest is typically made by a direct exemption.

       The Partnerships and other Private Investment Funds invest on a long-term basis.
Accordingly, investment advisory and other fees are expected to be paid, except as otherwise
described in the Partnership Agreement, over the life of the relevant Partnership (or the relevant

Private Investment Fund, as applicable), and investors generally are not permitted to withdraw or
redeem interests in the relevant Partnership (or other relevant Private Investment Fund, as
applicable).

       Principals or other employees of the Advisers may receive a portion of the Management
Fee, carried interest or other compensation received by the Management Company, the General
Partner or their affiliates.

         In addition to the Management Fee and carried interest, if any, payable to the Management
Company and General Partner, as applicable, each Partnership bears certain expenses. As set forth
in the Partnership Agreement for the applicable Partnership, each Partnership bears all Partnership
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TYPES OF CLIENTS

        The Advisers provide investment advice to Private Investment Funds, including the
Partnerships. Private Investment Funds are 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 “Investment Company Act”). The investors
participating in Private Investment Funds may include individuals, banks or thrift institutions,
other investment entities, pension and profit-sharing plans, trusts, estates or charitable
organizations or other corporations or business entities and may include, directly or indirectly,
principals or other employees of the Advisers and their affiliates.

       The Funds generally have a minimum investment amount of $10 million. Such minimum
investment amount may be waived by the General Partner. Interests in the Funds are generally
offered and sold solely to investors that are (i) “accredited investors” as defined under Regulation
D of the Securities act of 1933, as amended and (ii) either “qualified purchasers” or
“knowledgeable employees” as defined under the Investment Company Act. Interests in the
Employee Fund are offered and sold solely to sophisticated investors who are also accredited
investors.

        Certain limited partners of the Partnerships and other third party investors may be permitted
to co-invest directly in a particular portfolio company or in a holdings company which holds the
equity in the portfolio company directly. The Advisers will select which investors are permitted
to participate in such co-investment opportunities based on various factors, including the
sophistication of the investor, the ability of the investor to fund and complete the investment on a
timely basis and for strategic or other reasons. The Advisers are generally not obligated to make
co-investment opportunities available to any particular investors or limited partners, subject to
certain exceptions.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        The Partnerships focus on making growth equity and buyout transactions in technology
and technology-related companies. The Advisers’ investment advisory services consist of
identifying and evaluating investment opportunities, negotiating investments, managing and
monitoring investments and achieving dispositions for investments.          Investments are
predominantly of non-public companies although investments in public companies are permitted.

       The Advisers’ investment strategy for the Partnerships focuses on making both control and
non-control capital investments in companies where the Advisers believe that they can apply their
extensive management, operations and strategic expertise with a capital infusion to accelerate
growth or unlock value.

       The following is a summary of the investment strategies and methods of analysis generally
employed by the Advisers on behalf of the Partnerships. More detailed descriptions of the
Partnerships’ investment strategies and methods of analysis are included in the private placement
memorandum for the Funds and the Partnership Agreement for the applicable Partnership. There
can be no assurance that the Advisers will achieve the investment objectives of the Partnerships,
and a loss of investment may be possible.

Investment and Operating Strategy

        The Advisers will seek to take an active role in the strategy and operations of each portfolio
company in which the Partnerships invest, primarily through maintaining one or more board seat(s)
as well as other means of having strong influence over the company’s direction. The Advisers
intend to focus on companies in the technology and technology-related industries and will seek
investment opportunities with one or more of the following characteristics:

              companies with respect to which the Advisers believe they can leverage their
               industry experience and relationships to create and/or accelerate growth;

              small and mid-cap public companies and late-stage private companies that are
               poised to enter a new phase of business expansion and/or can disrupt an established
               market;

              companies whose products target enterprise and service provider markets with
               strong technology differentiation;

              companies with differentiated products, innovative business models and
               intellectual property that target markets where innovation and transformation create
               growth opportunities, including data center and cloud infrastructure, data and
               analytics, mobility, security, management and orchestration, video and software as
               a service;

              established businesses that have a strong installed customer base but are capital-
               constrained in their ability to pursue growth strategies; and

              companies for which the Advisers believe will have an opportunity for exit through
               acquisition by large-cap technology players or other strategic acquirers.

       The Advisers will seek to leverage their broad network in addition to their relationship with
the investment banking and advisory business of Centerview Partners (as defined below), as
appropriate, to both source and execute transactions.

       The Advisers’ investment process consists of three main areas:

        Sourcing and Screening. The Advisers seek to apply the industry networks of the
Principals and Centerview Capital and Centerview Partners platform to identify investment
opportunities. The Advisers conduct rigorous upfront screening of investment opportunities
against the investment criteria of the Partnerships in an effort to ensure the effective and productive
use of resources.
        Due Diligence. The Advisers seek to utilize internal resources and external expertise from
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