CID Capital II Inc

Item 5 – Fees and Compensation

CID Capital receives management fees from the Funds. Management fees payable to CID Capital
or the Fund’s general partner are calculated and paid pursuant to the Funds’ limited partnership
agreements and are disclosed in detail in the respective offering documents. In general, however,
management fees are initially an amount equal to 2.0% of aggregate limited partners’ committed
capital, payable quarterly in advance. After the end of a fund’s investment period, the annual
management fees are based on the aggregate purchase price of unrealized investments in such
fund’s portfolio. No management fees are charged after a fund’s tenth year of operation even if it
continues in existence unless an amendment is adopted. In 2023, CID Capital Opportunity Fund II
adopted an amendment to the limited partnership agreement to allow additional management fees
beyond the original 10 year period at a reduced rate of 1.25%. The specific fees charged by CID
Capital are described in the relevant private placement memorandum and in each limited partner’s
written agreement with CID Capital. CID Capital does not accelerate monitoring fees, if any.

From time to time, CID Capital and its affiliates may perform management, advisory, financial
advisory and other services for actual or prospective portfolio companies and receive fees or other
compensation from such companies. All such compensation received by CID Capital II, Inc. will
be used to reduce management fees payable by the Fund (100% for Fund II and Fund III). Some
of the funds managed may allow some advisory fees and expenses to offset management fees or
fund expenses paid to CID Capital. Investors should review the relevant private placement
memorandum for specific fee-related information and any offsets for the funds they are invested
in. For Funds IV and IV-A, CID Capital will offset the management fee payable in a quarterly
period by an amount equal to the non-affiliated partners’ percentage of 80% of any transaction fees
received by a CID person during the immediately preceding quarterly period. In addition, the
management fee payable in any quarterly period shall be reduced by an amount equal to the
aggregate amount of all placement fees and excess organizational expenses paid or reimbursed by
the partnership during the immediately preceding quarterly period. Transaction Fees with respect
to a Portfolio Company or prospective portfolio company will be allocated to the Partnership only
to the extent of the Partnership’s relative ownership or anticipated ownership of such Portfolio
Company or prospective portfolio company on a fully-diluted basis. In the event that the amount
of fee reduction exceeds the management fee for a quarterly period, the amount of the excess
placement fees and organizational expenses will be carried forward to reduce the management fee
payable in following quarterly periods.

Fund IV and Fund IV-A Fee Reduction
The Management Fee shall be reduced, over the life of the Partnership, by the Fee Reduction
Amount. In furtherance thereof, the Management Fee payable on each Management Fee Due Date
shall be reduced, but not below zero, by an amount (each, a “Periodic Applied Reduction Amount”)
equal to the greater of (i) the excess, if any, of the amount described in clause (ii) of the definition
of “Unapplied Deemed Commitment Amount” over the aggregate amount that the Management

Fee has previously been reduced pursuant to this sentence and (ii) the portion of the Fee Reduction
Amount applicable to such Management Fee Due Date, as set forth in the applicable Fee Reduction
Notice. “Fee Reduction Amount” means an amount designated by the General Partner on or before
the Initial Closing Date, which amount may be increased by the General Partner at any time and
from time to time on or before the Final Closing Date and which shall be set forth in the Fee
Reduction Notice. “Fee Reduction Notice” means one or more notices delivered to the Partnership
which designate the Deemed Commitment, the Designated Percentage, and the Fee Reduction
Amount; provided that (i) a Fee Reduction Notice shall be delivered on or before the Initial Closing
Date, (ii) the Fee Reduction Amount, Deemed Commitment and Designated Percentage
(including, for the avoidance of doubt, any percentage that is part of a schedule of percentages
comprising the Designated Percentage) may be increased pursuant to a subsequent Fee Reduction
Notice delivered to the Partnership on or before the Final Closing Date, and (iii) such notice shall
be communicated to the Limited Partners as soon as reasonably practical after the Final Closing
Date. For additional details on the fees charged and how they are calculated and any relevant fee
reduction, investors should review their limited partnership agreements.

Other Fees and Expenses
The Funds will bear their respective organizational, legal, accounting, due diligence, tax, custodial
and similar costs, including transactional costs, as well as certain out-of-pocket CID Capital
expenses, such as postage and entity state filing expenses. All expenses born by the Funds are
further explained in their respective offering and organizational documents and subject to any
limits agreed to by CID Capital. Additionally, please see Item 6 below regarding “carried interest.”

The fee structures described above may be modified from time to time; however, once the relevant
Fund has been established and commenced operations, such compensation and expenses are
generally not negotiable unless agreed to by a majority of the investors. Fees may differ among
investors in the same Fund. The Fund’s General Partner may, in its sole discretion, waive or reduce
a limited partners’ management fee, such as for employees, affiliates of the Adviser, and family
members of employees and affiliates.

Item 7 – Types of Clients

CID Capital provides portfolio management services to its clients. The Funds limit respective
investors to persons who are both “accredited investors” as defined in the Securities Act of 1933,
as amended, and “qualified clients” as defined in the Advisers Act. The minimum contribution for
a limited partner in Fund II was $100,000; however, general partners from time to time are
permitted smaller contributions. The Fund is currently not raising capital. The minimum
contribution amount for a limited partner in Fund III was $100,000, however, the general partner
had discretion to accept smaller contributions.

Investors in the Fund include high net worth individuals, corporate pension and profit- sharing
plans, charitable institutions, foundations, endowments, municipalities, trust programs, foreign
funds, and other U.S. institutional investors. In addition, certain CID Capital employees and other
persons with a relationship with CID Capital were permitted to invest in the Funds.