Eight Partners VC LLC

Item 5 – Fees and Compensation

      In general, 8VC receives Management Fees (as defined below) and carried interest, as well as a
payment of or reimbursement for, certain expenses in connection with the provision of advisory services

to the Funds. The Funds’ Management Fees and carried interest are generally not negotiable, though 8VC
may from time to time waive or otherwise modify any Management Fee and/or carried interest for
specific Investors in instances 8VC deems appropriate in its sole discretion; such waivers can potentially
have a dilutive effect on other Fund Investors that do not receive such waivers. 8VC in some cases
receives additional compensation in connection with management and other services performed for
portfolio companies of the Funds and such additional compensation will offset in whole or in part the
Management Fees otherwise payable to 8VC to the extent provided by the Governing Documents.
Investors in the Funds will also bear certain expenses as described in the relevant Governing Documents.
8VC will also generally receive a Management Fee and carried interest or performance-based
compensation from non-Fund Clients. As this Brochure cannot describe with specificity how 8VC is
compensated for its services to each different Client, Clients should instead carefully review the fee and
other compensation arrangements set out in detail in the applicable Governing Documents.

        Management Fees

         8VC has no set fee schedule. Each Client generally will pay 8VC a management fee (the
“Management Fee”) at an annual rate based on a percentage (such as 2%) of the committed capital or, in
some cases, actively invested capital (as described in the applicable Governing Documents), with periodic
payments to be made in advance, generally quarterly in advance. Payment of the Management Fee is
generally made by means of payment from the Client to 8VC or by means of deductions from (or capital
calls or invoices to) other Client accounts. The Management Fee for certain Clients is subject to a
stepdown after a specified date, such that for a particular Client (i) the annual Management Fee rate is
generally reduced by a specified percentage (such as 0.25%) each year until the annual Management Fee
rate reaches a minimum level (such as 1.00% or 0.50%) or (ii) the annual Management Fee rate is reduced
to a set percentage (such as 1.00%). Governing Documents sometimes provide for other adjustments
during any extension period after the standard term of the relevant Fund or other Client (such as down to
the lesser of 0.125% of commitments or 0.5% of the net asset value of the Fund, or, in some cases down
to zero) and as more fully described in the Governing Documents.

         Management Fees are generally calculated and charged on a basis that generally is not tied to a
Client’s net asset value, except that certain adjustments during any extension period after the standard
term may be based on net asset value as provided by the Governing Documents. The Governing
Documents generally do not require Management Fees to be reduced or refunded following the
occurrence of a write down, decrease (including a significant decrease) in fair value, or other event not
constituting a complete realization, such as a reorganization or roll-over investment in connection with a
sale or dividend distribution. As a result, the amount of Management Fees generally will not correspond
with fluctuations in the net asset value of individual investments, a Fund, or other Client account,
including following the relevant investment period. Except where the Governing Documents expressly
provide to the contrary, Management Fees will not be reduced (in whole or in part) in the case of partial
distributions or partial sales of investments (e.g., those resulting from a dividend recapitalization) or
reorganizations, restructurings, roll-over investments, extraordinary dividends, or similar transactions, or
in circumstances where one or more other Client(s) divest of all or a portion of their respective
investment(s) (including credit investments) in the relevant portfolio company, and even in cases where
the value of the Client’s investment or the Client’s ownership percentage in such investment has been
reduced (including substantially reduced) as a result of such transaction.

         The Governing Documents set forth the full list of terms under which Management Fees will be
reduced, offset, or otherwise be limited, and consequently Clients and Investors should expect to bear the
full specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances specified.

         In general, each Client’s Management Fee is expected to be reduced by an amount equal to the
Investors’ aggregate partnership percentages of all directors’ fees, consulting fees, monitoring fees, break-
up fees, or equivalent compensation (“Transaction Fees”) received by 8VC or certain personnel from a
portfolio company of a Client. The Management Fee will not be reduced with respect to securities
received by 8VC team members from an 8VC Build Company, even if received in exchange for, for
example, assistance during the 8VC Build Company’s incubation process. To the extent the Transaction
Fees allocated to a Client during any fee period exceed the Management Fee otherwise payable for that
period, the excess will generally be credited forward and applied to reduce Management Fees payable in
subsequent periods.

         To the extent a former 8VC employee becomes a consultant to, or is employed by, a portfolio
company, no compensation earned by such a former employee following the cessation of their
employment with 8VC will offset the Management Fee, whether or not such a former employee has a
remaining interest in the relevant Client’s General Partner or affiliated entity or may be serving as a
Consultant to 8VC (as defined below). Conversely, in the event that 8VC employs a person who received
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Item 7 – Types of Clients

         8VC currently provides investment advisory services to the Funds, including SPVs and a fund-of-
one, as described in Item 4 of this Brochure, and may offer in the future separately managed accounts that
invest in specific securities or pursuant to investment strategies on behalf of single investors. Investment
advice to a Fund is provided directly to the Fund (subject to the direction and control of the General
Partner of the Fund) and not individually to any Investor in a Fund.

        Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the Investment Company Act. Investors in the Funds are generally “qualified
purchasers” as defined in the Investment Company Act, and include, among others, high net worth
individuals, family offices, financial institutions, fund-of-funds, pension and profit-sharing plans,
sovereign wealth funds, trusts, estates, charitable organizations, university endowments, corporations,
limited partnerships, limited liability companies, or other entities.

        The Adviser does not ordinarily have set Fund sizes. The Funds may have any minimum
investment amounts as described in the applicable Fund’s Governing Documents for third-party investors,
and Fund interests are generally offered and sold solely to “accredited investors” within the meaning of
the Securities Act (who are also “qualified clients” within the meaning of the Advisers Act) and/or
“qualified purchasers” within the meaning of the Investment Company Act (or knowledgeable employees
of 8VC).