Definition Capital Management LLC

Item 5: Fees and Compensation
Item 5.A. Compensation for Advisory Services
Definition serves as the management company of the Funds and is compensated for its advisory
services through an annual “Management Fee.” With respect to each Fund, the Management Fee
for fee-bearing (Class A) Limited Partners, the Management Fee is 0.625% per quarter, paid in
advance and prorated for partial periods. There are also fee stepdown arrangements after certain
timing parameters outlined in the Fund Governing Docs The Co-Investment Vehicles are
generally not subject to a Management Fee. No Management Fee is charged with respect to the
General Partner’s interest in a Fund.

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.

Details regarding Definition’s Management Fees are set forth in the applicable Fund Governing
Documents for each Client. In addition to Management Fees, an affiliated General Partner
generally will receive a performance-based allocation in the form of carried interest, as described
in Item 6 – Performance-Based Fees. Any performance-based compensation will be paid in
accordance with Section 205(3) of the Advisers Act and the rules promulgated thereunder, which
specify certain qualification thresholds for investors being assessed such a fee.

Definition Opportunity Management LLC will receive a performance-based allocation in the form
of carried interest, as described in Item 6 – Performance-Based Fees. Any performance-based
compensation will be paid in accordance with Section 205(3) of the Advisers Act and the rules

promulgated thereunder, which specify certain qualification thresholds for investors being
assessed such a fee.

Item 5.B. Payment of Management Fees
Pursuant to the terms of each Fund’s governing documents, the Management Fee is paid by the
Fund to Definition quarterly in advance. 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 for the Co-
Investment Vehicles, where applicable, are paid in the manner set forth in the governing
documents for each such vehicle.

Item 5.C. Other Fees & Expenses
The General Partners, Definition or members of the General Partners may receive directors’ fees,
consulting fees, break-up fees or equivalent compensation (whether in cash or in kind) from
companies in which a Fund holds an interest. Under each Fund’s governing documents, the
Limited Partners’ pro rata share (based on the aggregate partnership percentages of the fee-
bearing Limited Partners) of any such fees is offset against, and reduces, the Management Fee
next payable until such fees have been offset in full, unless waived by the Fund’s Advisory
Committee (as described in Item 13). If any such fees remain unapplied at the end of a Fund’s
term, Limited Partners are entitled to receive a distribution equal to the amounts they would have
received had such excess fees been returned to the Fund and distributed in accordance with the
applicable Fund’s distribution waterfall. Fees received in respect of a portfolio company in which
more than one Definition vehicle has invested are allocated among the relevant vehicles pro rata
based on their relative investments. Under the Fund Governing Documents, fees received by
individuals whose primary relationship with the Firm is as a venture partner, entrepreneur-in-
residence, consultant or similar adviser (as those terms are generally understood in the venture
capital industry) are not subject to this offset.

In addition, the Firm's Co-Investment Vehicles may call an incremental amount (the
“Administrative Fee”) to cover legal, administrative, and other operating expenses expected to be
incurred over the life of the vehicle. For most Co-Investment Vehicles, the Administrative Fee is
a one-time, upfront charge equal to a percentage of each member's investment-related capital
contribution, typically in the range of 1.0%-2.0% depending on the vehicle. Co-Investment
Vehicles may also use a different structure under which members pay an annual Administrative
Fee based on the vehicle's forecast expenses for the applicable year rather than a fixed
percentage of contributed capital.

Definition bears, out of the Management Fee, its own normal overhead and administrative
expenses, including salaries and wages of personnel, office rent, equipment, and professional
and trade association dues. Each Client is otherwise responsible for its own organizational,
investment, and operating expenses (“Fund Expenses”). These Fund Expenses may be paid
directly by the Client or may be reimbursed to the Firm or its affiliates for expenses incurred on
the Client’s behalf. Fund Expenses are described more fully in each Client’s governing
documents, but generally include, without limitation:

   •   Costs related to sourcing, evaluating, structuring, negotiating, financing, acquiring,
       monitoring, and disposing of portfolio investments, including costs associated with
       unconsummated investments (i.e., broken deal expenses), and fees of brokers, finders,
       investment bankers and similar service providers paid to persons other than the General
       Partners, their members or affiliates;
   •   Legal, accounting, tax, audit, valuation, consulting, administration (including third-party
       fund administrators), and other professional fees and expenses;
   •   Organizational and offering costs incurred in connection with the formation of each Client;
       provided that, in the case of certain, such costs are subject to a cap as set forth in the
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Item 7: Types of Clients
Definition provides investment advisory and management services to its affiliated Funds and Co-
Investment Vehicles. Interests in the Clients are offered only to “accredited investors,” as defined
in Rule 501(a) of Regulation D under the Securities Act of 1933 (the “Securities Act”), and, with
respect to Clients relying on the exclusion in Section 3(c)(7) of the Investment Company Act of
1940, as amended (the “Investment Company Act”), to “qualified purchasers,” as defined in
Section 2(a)(51)(A) of the Investment Company Act. Clients relying on the exclusion in Section
3(c)(1) of the Investment Company Act limit their beneficial owners to no more than 100 persons
and limit sales to “qualified clients,” as defined under the Advisers Act. All interests are offered in
private placements conducted under Rule 506(b) of Regulation D, and the Clients do not engage
in general solicitation.

Minimum investment amounts vary by vehicle as set forth in each vehicle’s governing documents
and, across the Firm’s current vehicles, range from approximately $5,000 to $1,000,000. The
applicable General Partner retains the right to waive the stated minimum investment amount.

Definition’s Clients rely on certain exclusions and exceptions from the definition of “investment
company” in the Investment Company Act. Accordingly, none of Definition’s Clients are registered
as investment companies with the SEC. Investors in the Clients generally include high-net-worth
individuals, family offices, and institutional investors such as foundations, endowments, and
university and other institutional investors.