Digital Alpha Advisors LLC

ITEM 5. FEES AND COMPENSATION

       In general, Digital Alpha receives a management fee and a carried interest in connection
with advisory services. Digital Alpha or its affiliates receive additional compensation in
connection with management and other services performed for portfolio companies of Funds and
such additional compensation will offset in whole or in part the management fees otherwise
payable to Digital Alpha in accordance with the relevant Governing Documents. Investors in a
Fund also bear certain expenses.

Management Fees

        During the investment period, Fund I, Fund II and Fund III will pay Digital Alpha an annual
management fee (the “Management Fee”), payable quarterly in advance, equal to 2% of aggregate
investor capital commitments (“Commitments”) held by partners not designated as “affiliated
partners” by the relevant General Partner. Commencing with the first Management Fee due date
after the expiration of the investment period or earlier upon the occurrence of certain events as set
forth in Governing Documents, the Management Fee is expected to equal 2% of (a) with respect
to Fund I, (i) the aggregate amount of unrecouped interim financings provided by Fund I (“Bridge
Financings”), plus (ii) the aggregate amount of investment contributions with respect to
investments that have not been disposed of, less (iii) the aggregate amount of any permanent write-
downs of investments that have not been disposed of, in each case with respect to partners not
designed as “affiliated partners” by the relevant General Partner, (b) with respect to Fund II, (i)
the aggregate amount of investment contributions with respect to investments that have not been
disposed of, less (ii) the aggregate amount of any permanent write-downs of investments that have
not been disposed of, in each case with respect to partners not designed as “affiliated partners” by
the relevant General Partner; and (c) with respect to Fund III, (i) the aggregate amount of
investment contributions with respect to investments that have not been disposed of, less (ii) the
aggregate amount of any permanent write-downs of investments that have not been disposed of,
in each case with respect to partners not designed as “affiliated partners” by the relevant General
Partner; provided that, in each case of Fund I, Fund II and Fund III, investments (other than Bridge
Financings) in a portfolio company will be treated as having been disposed of or permanently
written down only to the extent that, as of the date of any such disposition or write-down, the
aggregate fair market value of all remaining Fund I, Fund II and Fund III investments (excluding
Bridge Financings) in such portfolio company is less than Fund I’s, Fund II’s and Fund III’s
aggregate investment contributions made with respect to such portfolio company.

        Each of Overflow Fund 1, Overflow Fund 2 and DA Energybox Holdings 1, LP will pay
Digital Alpha an annual Management Fee, payable quarterly in advance, equal to a percentage that
is generally negotiated with limited partners and subject to variation. For additional information

regarding the Management Fees paid to Digital Alpha by Overflow Fund 1 and Overflow Fund 2,
please see the Governing Documents.

         The Management Fee for each Fund will be payable until all portfolio companies are
distributed or until Digital Alpha’s relationship is terminated for other reasons (as described in the
Governing Documents). Installments of the Management Fee payable for any period other than a
full three-month period are adjusted on a pro rata basis according to the actual number of days in
such period.

         In addition, the Management Fee for each Fund will be reduced by an amount equal to
100% of Supplemental Fees attributable to partners not designated as “affiliated Partners” by the
relevant General Partner. “Supplemental Fees” include any: (i) directors’ fees, financial
consulting fees or advisory fees paid to the relevant General Partner with respect to any Fund
investment; (ii) transaction fees paid to the relevant General Partner with respect to any Fund
investment; and (iii) break-up fees with respect to Fund transactions not completed that are paid
to the relevant General Partner, in each case net of certain expenses (including those described
below) as set forth in the Partnership Agreement; but not including, in any event, any amount
received by the relevant General Partner or other persons (A) as reimbursement for expenses
directly related to such portfolio company, (B) as payment for services provided to any portfolio
company in the ordinary course of such portfolio company’s business, (C) as compensation for
services provided by the relevant General Partner or other person as an employee of or in a similar
capacity for such portfolio company or (D) as compensation, including fees, incentive equity or
other stock awards, for services rendered by certain operating partners, strategic partners,
executive partners or senior advisors that Digital Alpha contracts with, including, for the avoidance
of doubt, members of an operations group (collectively, the “Operating Partners”), to a portfolio
company or prospective portfolio company. To the extent that such an offset credit would reduce
the Management Fee for a given quarterly period below zero, such excess will be carried forward
to reduce the Management Fee payable in following quarterly periods, and if a credit remains upon
a Fund’s final distribution of assets a payment will be made crediting limited partners unless a
limited partner has elected to waive such amount (e.g., where an adverse tax consequence may
result).

        Digital Alpha 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. The receipt of such fees will not reduce
the Management Fee payable by any Fund(s) that have also invested in such investment, and as a
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ITEM 7. TYPES OF CLIENTS

        Digital Alpha provides investment advice to the Funds. The Funds may include 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 investors
participating in the Funds may include individuals, banks or thrift institutions, other investment
entities, university endowments, sovereign wealth funds, family offices, 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 Digital Alpha and its affiliates and
members of their families, Operating Partners or other service providers retained by Digital Alpha.

        The Funds may include alternative investment vehicles established from time to time in
order to permit one or more investors to participate in one or more particular investment
opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment
vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent
of limitations or other procedures set forth in the organizational documents of such vehicles and
the related Fund.

        The Funds generally have a minimum investment amount of $10,000,000 for third-party
investors. Such minimum investment amount may be waived by Digital Alpha, but generally will
not be less than $100,000 (or other amounts as specified by applicable law). Generally, investors
must be (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 of 1940, as amended.