Cogenuity Partners LLC

Item 5: Fees and Compensation

Item 5.A.

The management fee applicable to Fund I and Fund I-A is, during the Funds’ investment period (or earlier
in the event of certain triggering events), 2% per annum of aggregate commitments of the Limited Partners,
and thereafter, 2% per annum of the aggregate investment contributions. The management fee generally
will be reduced by an amount equal to 100% of transaction fees attributable to Partners not designated as
“affiliated partners” by the General Partner and is limited to the respective Fund’s fully diluted ownership
for each applicable investment. To the extent that any other Fund or any other entity or individual (which
could include co-investment vehicles managed by Cogenuity, third parties, portfolio company management
or personnel and/or other owners) co-invests alongside a Fund, or otherwise owns an interest, in any
portfolio company (including a transaction not consummated), any transaction fees will be allocated among
the Fund and such other owners in proportion to the cost of the investment or potential investment in the
portfolio company held (or committed to be held) by each, or in such other manner as the General Partner
and the governing bodies of such other funds and/or investors may mutually agree or the General Partner
otherwise considers fair and equitable to its clients under the circumstances over time. Accordingly, the
Fund will, in most cases, only benefit from management fee reductions described above with respect to its
allocable portion of any such transaction fee, when received in cash on a net basis, and not the portion of
any fee that relates (or in the case of a transaction not consummated, would have related) to (i) portfolio
company investments made by other Funds or investment vehicles operated by Cogenuity, (ii) the General
Partner or “affiliated partner” commitments, any other investor in a portfolio company or prospective
portfolio company (e.g., co-investors, service providers (including lenders and law firms), current or former
portfolio company management or personnel, sellers or members of management that have rolled their
interest or reinvested proceeds in the portfolio company and/or other owners), or (iv) the value of profits,
participation or equity interests in or relating to the relevant portfolio company, including interests owned
by current or former portfolio company management or personnel. For the avoidance of doubt, any other
fees earned with respect to any co-investors, co-investment vehicle or other third-party investors will also
not reduce the management fee payable by the Fund. Transaction fees generally include any: (i) closing
fees, placement fees, commitment fees, breakup fees, monitoring fees, consulting fees, directors’ fees, and
other similar fees paid to Cogenuity with respect to any consummated or unconsummated transactions, in
each case net of certain unreimbursed expenses as described in the limited partnership agreements. The
management fee is calculated and paid in quarterly installments in advance. Any payment covering less
than a full calendar quarter would be prorated based on the actual number of days in such period. Co-Invest
I and CoOp Fund I have no management fee.

In general, the fees for the Funds are not negotiable. However, The Firm has and may in the future enter
into, side letters or similar arrangements with certain investors that grant different terms (including lower
fees) to such investors than the terms generally applicable to other investors in a Fund or other investors in
a different Fund.

Distributions of net cash proceeds attributable to the disposition of investments in portfolio companies, as
well as distributions of securities in kind, together with any dividends and interest income received with
respect to investments in portfolio companies, generally will be preliminarily apportioned among the
Partners participating in the applicable investment in proportion to their respective participation in funding
such investment. The amount apportioned to the General Partner generally will be distributed to it. For
Fund I and Fund I-A, the amount so apportioned to a Limited Partner generally will be distributed as
follows:

    •   First, 100% to each Limited Partner until it has received a return of its funded commitment with

        respect to realized investments and Fund expenses allocable to realized investments and an 8% per
        annum preferred return on such amounts;
    •   Then, 100% to the General Partner until the General Partner “catches up” to an overall 20% carried
        interest;
    •   Followed by 80% to each Limited Partner and 20% to the General Partner.

Co-Invest I and CoOp Fund I investors are not subject to carried interest. Details regarding Cogenuity’s
management fees and performance-based compensation are set forth in each Fund’s relevant offering
memorandum or limited partnership agreement.

The General Partner offers and sell interests only to persons that are (i) “accredited investors”, as that term
is defined in Regulation D promulgated under the Securities Act of 1933, as amended, (ii) “qualified
clients”, as that term is defined under the Advisers Act, and (iii) unless waived in the discretion of the
General Partner, “qualified purchasers”, as that term is defined under the Investment Company Act of 1940
(“Investment Company Act”), as amended.

Item 5.B.

Pursuant to the terms of each Fund’s limited partnership agreement, Cogenuity is authorized to deduct
management fees on a quarterly basis. The Management Fee may be paid (i) from capital contributions of
Limited Partners, which will reduce such Limited Partners’ unpaid commitments, or (ii) from current
income or disposition proceeds of the Fund. Management Fees may be funded via a subscription line of
credit on an interim basis but are ultimately paid from capital contributions and/or current income or
disposition proceeds.

Item 5.C.
...

Item 7: Types of Clients

Cogenuity provides investment advisory and management services to its affiliated Funds. The minimum
investment amounts are set forth in the governing documents for Fund I and Fund I-A but minimum

amounts accepted are generally $500,000 and $1,000,000, respectively. These amounts have and may vary
depending on the terms set forth in each Fund’s offering memorandum and the discretion of management.
Cogenuity also retains the right to waive the stated minimum investment amount. Co-Invest I and CoOp
Fund I do not have stated minimum investment amounts.

Cogenuity’s Funds rely on certain exclusions and exceptions from the definition of “investment company”
in the Investment Company Act. Accordingly, none of the Funds are registered as investment companies
with the SEC.

Investors in the Cogenuity Funds generally include high-net-worth individuals, including through their
investment advisers; family offices; and institutional investors, such as foundations, endowments,
retirement plans, funds of funds and insurance companies. These investors qualify as “accredited investors,”
“qualified clients,” and, where required by the applicable exemption, “qualified purchasers” under the
Securities Act of 1933, the Advisers Act, and the Investment Company Act, respectively.