Cohere Capital Partners LP

FEES AND COMPENSATION

       In general, Cohere Capital expects that it or its Related Persons will receive a management
fee and performance-based compensation (in the form of a carried interest) in connection with its
advisory services to the Funds. Cohere Capital or other affiliates expect to receive additional
compensation in connection with management and other services performed for portfolio
companies of Funds and such additional compensation will generally offset in part the
management fees otherwise payable to Cohere Capital in accordance with the relevant Governing
Documents. In addition, in certain circumstances Cohere Capital expects to receive compensation
for management and other services performed in connection with co-investments made in portfolio
companies of the Fund. Investors in a Fund also bear certain expenses including those discussed
below.

Compensation and Fee Schedules

        As compensation for investment advisory services rendered to the Funds, Cohere Capital
will typically receive a management fee (each, a “Management Fee”) from each such Fund that
is calculated initially as a percentage of the aggregate capital commitments by investors in such
Fund and later, after certain criteria are satisfied, as a percentage of such investors’ invested
capital in such Fund. All investors and prospective investors should review the Governing
Documents of each Fund in conjunction with this Brochure for complete information on the fees
and compensation payable in connection with a particular Fund. Different Funds may be subject
to different Management Fees and performance-based compensation arrangements. The
Management Fees payable to Cohere Capital in respect of individual investors in a Fund may be
negotiable and/or waived. Investors and prospective investors in each Fund should note that similar
advisory services may (or may not) be available from other investment advisers for similar or
lower fees. All advisory clients (i.e., the Funds) are expected to be “qualified purchasers” as
defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”). Consequently, Cohere Capital will not be required to include specific fee
information in this Brochure relating to the Funds.

Deduction of Fees; Timing of Payments; Termination

       As a general matter, Management Fees are typically funded with capital contributions
drawn for such purpose, but may also be funded with or withheld from proceeds from investments.
Payment of Management Fees is generally made quarterly in advance and in accordance with the
terms of the Governing Documents. Please refer to the applicable Governing Documents of each
of the Funds for complete information on the timing of Management Fee payments. Upon
termination of any investment management agreement, any prepaid, unearned fees will be
promptly refunded (determined on a pro rata basis based on the number of days elapsed in the
applicable payment period), and any earned, unpaid fees will be due and payable.

Service-Related Fees

         Cohere Capital and its affiliated entities may perform consulting, management, advisory,
monitoring, integration, transaction-related, financial advisory and other services (“Related
Services”) for, and receive fees from, actual or prospective portfolio companies or other
investment vehicles of the Funds (“Portfolio Company Remuneration”). Generally, the
Management Fee with respect to each calendar quarter of each applicable Fund will be reduced by
all or a portion of such Fund’s share of Portfolio Company Remuneration. The definition of and
calculation of the amount of such Portfolio Company Remuneration that is used to offset the
Management Fees and Fund expenses is described in the applicable Fund’s Governing Documents.
For a discussion of material conflicts of interest created by the receipt of such Portfolio Company
Remuneration in connection with Related Services, please see the section entitled “Code of Ethics,
Participation or Interest in Client Transactions and Personal Trading” below.

       As a matter of practice, Cohere Capital may be paid fees of the type referred to in the
preceding paragraph from, on behalf of or with respect to co-investors in an investment. In certain
circumstances, Cohere Capital expects that co-investors or other parties will negotiate the right to
share a portion of such fees from a particular investment, and the above-described offset

percentage will be applied after excluding any amounts paid to such persons. Additionally, as
further described below and in the applicable Partnership Agreement of the Fund, it is Cohere
Capital’s practice to use or retain certain Operating Executives (defined below) to provide services
to (or with respect to) certain portfolio companies in the Fund. Such Operating Executives
generally receive compensation and other amounts described herein from the relevant portfolio
companies or Fund to which they provide services, but no such amounts will result in additional
offsets to the Management Fee.

       The amount of Management Fees, Fund expenses, and the amount of Portfolio Company
Remuneration may differ from one Fund to another, as well as among investors in the same Fund.
Some Funds may not pay Management Fees. The Management Fees may also be subject to waiver
or reduction by Cohere Capital, in its sole discretion, both voluntarily and on a negotiated basis
with certain investors. For example, Cohere Capital, the Principals and certain of its employees
have invested, and are expected to continue to invest, directly or indirectly in the Funds, and
Management Fees with respect to such investments are usually waived.

        It is anticipated that the Funds or Cohere Capital may incur costs and expenses on behalf
of a portfolio company. Such costs and expenses are expected to be reimbursed by the applicable
portfolio company. Any such reimbursement shall not offset the Management Fee.

Expenses
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TYPES OF CLIENTS

Types of Clients and Investment Vehicles

        Cohere Capital will provide discretionary investment management services to the Funds,
which are pooled investment vehicles. The investors in the Funds may include high net worth
individuals and family offices, corporations, funds of funds, financial institutions, endowments,
foundations, trusts, and public and private pension and profit-sharing plans. Cohere Capital may
also provide investment advice to Co-Investment Vehicles. The eligibility and suitability
requirements for each Fund are described in the applicable Governing Documents. The Funds only
admit sophisticated investors that (a) (1) are “qualified clients” within the meaning of Rule 205-3
of the Advisers Act and (2) the applicable General Partner reasonably believes to be (i) “accredited
investors” within the meaning of the Securities Act and (ii) “qualified purchasers” as such term is
defined in Section 2(a)51 of the Investment Company Act, or (b) are not “U.S. Persons” within
the meaning of Rules 901 through 905 under the Securities Act (“Regulation S”) and outside the
United States at the time of such offer in offshore transactions in compliance with Regulation S.

       Cohere Capital and/or its affiliates may establish AIVs for the purpose of addressing tax,
regulatory and/or structural issues, and/or facilitating certain investments by one or more Funds

and/or investors. Prospective investors are requested to refer to the Governing Documents of the
applicable Fund for complete details on any feeder fund that may be established by such Fund and
such Fund’s ability to make investments through AIVs. Certain investors in Funds may participate
directly or indirectly through AIVs structured as “blocker corporations” (and bear the burden of
taxes and certain other expenses and, to the extent feasible, reductions in proceeds incurred in
connection with the formation and operation of such “blocker corporation”) while other investors
(including the General Partners) participate through a tax transparent AIV without an intervening
“blocker corporation.” This will create conflicts for Cohere Capital and its Related Persons,
particularly in structuring an exit from such investments given the varying tax implications to
Cohere Capital and its affiliates and the investors in the applicable Funds resulting from different
exit structures. Returns from such investments to Cohere Capital and its affiliates, including in
respect of their carried interest, typically would not be reduced by any taxes, other expenses or
reductions in proceeds borne by any investor in a Fund participating in such investments directly
or indirectly through a “blocker corporation.” In addition, the tax consequences to the applicable
General Partner, and its beneficial owners, with respect to tax items realized by such Fund
(including the tax rates applicable to income and gains and the extent to which tax items are
deductible or otherwise result in a tax benefit) will be different than the tax consequences to the
investors in the such Fund, and its beneficial owners, from such tax items. Cohere Capital may
also consider the tax objectives of the General Partners and their respective beneficial owners and
may elect to utilize AIVs to achieve such tax objectives (including in connection with the structure
of investments made by the Funds, the manner (and timing) in which investments are disposed of,
and the form, nature and timing of distributions made by the Funds to their partners).

Minimum Investment Requirements

        In general, the minimum investment commitment required of an institutional limited
partner to participate in a Fund is set forth in the Governing Documents for such Fund.
Notwithstanding the foregoing, the General Partner of each Fund has discretion to increase or
reduce the minimum investment commitment. Investors are requested to refer to the Governing
Documents of each Fund for complete information on minimum investment requirements for
participation in a particular Fund.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Cohere Capital will make investments on behalf of the Funds to achieve long-term capital
appreciation through equity and equity-related investments in lower middle market buyout and
growth capital transactions, as well as certain debt securities (including bridge financings), with a
focus on the technology and tech-enabled industries. The Funds may make both influential
minority and majority investments. Cohere Capital will seek to invest in companies that are
profitable (or have a clear path to profitability), that require relatively low capital expenditure, and
that are well capitalized. Cohere Capital’s strategy is centered around providing the proper
expertise and capital for portfolio companies to continue their growth. In evaluating potential
investment opportunities, Cohere Capital is flexible in the growth markets that the Fund invests
in, while primarily targeting recapitalizations and growth investments.

       There can be no assurance that Cohere Capital will achieve the investment objectives of
the Fund and a loss of investment is possible.

Investment and Operating Strategy

       Deal Sourcing and Due Diligence. Cohere Capital’s deal sourcing strategy includes time
spent with intermediaries who are representing companies looking to do a recapitalization, growth
buyout, or growth capital transaction. These may be investment banks, brokers, accountants,
lawyers, or other transaction advisors. The Cohere Capital team also spends time with executives
and other industry participants in its technology and technology-enabled services end markets to
continue to learn about and research ongoing market trends and opportunities.

       Cohere Capital is committed to a thorough, fact-and-data-based assessment and evaluation
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