Entrepreneurial Equity Partners LP

Item 5 – Fees and Compensation
e2p and its affiliated General Partners receive fees and compensation in exchange for providing
investment advisory services to the Funds, including management fees, carried interest, additional
compensation in connection with management services performed for the portfolio companies of the

Funds and reimbursements from portfolio companies for certain expenses advanced on their behalf.
Differences exist from Fund to Fund, and certain Funds do not charge certain fees, compensation or
expenses that other Funds charge or charge them in different amounts. The following is a general
description of fees and compensation received by e2p and the General Partners. Limited partners
should refer to the Governing Documents of the applicable Fund for a complete understanding of
how e2p is compensated for its advisory services; the information contained herein is a summary only
and is qualified in its entirety by such documents .
Management Fees

e2p charges Fund I and Fund II a management fee (the “Management Fee”) of 2% per annum of non-
affiliated limited partner’s commitments. Fund I Friends and Family Fund, Fund II Friends and Family
Fund and Co-Investment Funds do not pay a Management Fee. Generally, Management Fees are
initially calculated based upon each non-affiliated limited partner’s committed capital for the period of
time during which the Fund is making investments; thereafter, the Management Fee is equal to 2% of
each non-affiliated limited partner’s share of the adjusted cost (capital contributions and deemed
contributions) of portfolio investments that have not been the subject of a permanent write-down or
write off, as of the first day of each quarterly period and subject to various other factors. The amount
of Management Fees generally will not correspond with fluctuations in a Fund’s net asset value,
including following the stepdown date, and will not be reduced in connection with any write downs,
except in the case of investments permanently written down. 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. Where there has been a partial disposition or
permanent write-down of a Fund’s investment and the fair market value of such investment following
such event exceeds the total amount of such Fund’s investment contributions relating to such
investment, the Governing Documents do not require Management Fees after the stepdown date to be
reduced.

Assessed quarterly in advance, the Management Fee charged to each Fund is described in full detail in
the relevant Fund’s Governing Documents and more briefly below. Management Fees are collected
through a capital call, through a draw-down on the line of credit or offset against a distribution to limited
partners. The Management Fee was negotiated with limited partners during the fundraising period of the
Fund and is not subject to negotiation thereafter. Limited partners participating in a subsequent closing
after the initial closing of the Fund are responsible for paying the Management Fee as of the date of the
initial closing of the Fund plus interest, as applicable. In addition, Management Fees are payable during
term extensions unless otherwise agreed to with limited partners.

The General Partners are permitted, in their sole discretion, to defer, reduce or waive all or a portion
of the Management Fee for certain Funds and for limited partners in a Fund. Specifically, fees are not
charged to Fund I Friends and Family Fund, Fund II Friends and Family Fund or the Co-Investment
Funds and are waived for e2p employees investing through a General Partner (although in each case,
these limited partners generally pay their pro rata share of certain Fund expenses). Further, as permitted
under the Governing Documents of certain Funds, the relevant General Partner is permitted to reduce
all or a portion of any capital contribution it is required to make in satisfaction of its commitment to the

participating Fund. In such cases, the Management Fee that would otherwise be payable by limited
partners in the applicable Fund is waived or reduced by an amount equal to the reduction in the General
Partner’s capital contribution to such Fund. Waived portions of the Management Fee are treated by the
Governing Documents as deemed capital contributions by the relevant General Partner, which is
effectively invested in the relevant Fund on such General Partner’s behalf and operates to reduce the
amount of capital the applicable General Partner would otherwise be required to contribute to the Fund.
Limited partners participating in a fee waiver program are required to make a pro rata capital contribution
on the General Partners’ behalf according to their respective commitments to the participating Fund in
connection with any such waiver and, as a result, the exercise of such waiver has the potential to result
in an acceleration of limited partners’ capital contributions. e2p will determine in its discretion how much
of the Management Fee amounts to waive for each Fund. Waived or reduced Management Fees are not
subject to the Management Fee offsets described below.

For those Funds paying Management Fees, the Management Fee will generally be reduced by (i) the
amount of fees paid by the Fund to entities or persons acting as a placement agent in connection with
the offer and sale of interests in the Fund; (ii) costs incurred by e2p in connection with the organization
of a Fund that exceed a limit as specified in such Fund’s Governing Documents, if applicable; and (iii)
the Funds allocable share of the balance of certain supplemental fees and compensation with respect to
transactions (“Other Fees”), net of expenses, including Broken Deal Expenses (as defined below).
Other Fees received with respect to an investment or potential investment (including a transaction not
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Item 7 – Types of Clients
e2p provides investment advice to its Funds. With the exception of the Fund I Friends and Family and
Fund II Friends and Family, the Funds limit their investors to (i) “accredited investors” as defined in
the Securities Act of 1933, as amended (“Securities Act”) and (ii) “qualified purchasers” or
“knowledgeable employees,” each as defined in the Investment Company Act of 1940, as amended
(“Investment Company Act”) or (iii) “qualified clients,” as defined in the Advisers Act. The F&F
Funds limit their investors to accredited investors and do not charge Management Fees nor Carried
Interest. Limited partners in the Funds must meet certain other suitability qualifications prior to

making an investment in such Fund. The Funds are not registered or required to be registered under
the Investment Company Act; are not made available to the general public; their securities are not
registered or required to be registered under the Securities Act; and Fund interests are privately placed
to qualified investors in the United States and elsewhere. Qualified investors include individuals or
entities to which Fund interests are permitted to be sold, which generally includes (i) in the United
States, people or organizations who meet certain net worth, income and/or financial sophistication
requirements as described above or (ii) in other countries, as permitted by the relevant securities laws
in such jurisdiction and in compliance with any foreign offering provisions applicable to e2p and/or
the Funds. The Funds typically require capital commitments from each limited partner of at least $5
million, depending on the Fund, although the applicable Fund’s General Partner has, in its sole
discretion, accepted lesser amounts.

The limited partners participating in the Funds include high net worth individuals, other investment
entities, fund of funds, pensions, trusts, limited partnerships, limited liability companies or other
business entities and typically include, directly or indirectly, principals or other employees of e2p and
its affiliates and members of their families, Senior Advisors and Executive Partners.

On occasion, e2p offers co-investment opportunities for certain limited partners and third-party
investors to invest alongside a Fund in certain Fund portfolio companies. As referenced in Item 4
above, in certain cases co-investments have been structured either as (i) a separate Co-Investment
Fund or (ii) a direct investment by certain individuals or entities (including Fund limited partners
and/or third parties) into a portfolio company or its holding or operating company. When structured
as a Fund, e2p considers the investment to be a Fund client; identifies the Fund in its Form ADV Part
1, Schedule D, Section 7.B.(1); obtains an audit for the Fund; reserves the option to assess a
Management Fee and Carried Interest on such Fund (but to date has not assessed either); and includes
the amount of assets of such Fund in the Firm’s regulatory assets under management. In the case of
direct co-investments, e2p does not consider the investment to be a Fund or a client; does not act as
the investment manager to the co-investment portion of the investment; does not charge Management
Fees or Carried Interest to the investment; does not have custody of the investment; and does not
include the amount of assets of the co-investment in the Firm’s regulatory assets under management.
In such direct co-investment opportunities, e2p will perform ancillary management, advisory and other
services for the portfolio companies in which these co-investors invest, generally at no additional cost
to such co-investors except portfolio company fees and expenses (which such fees and expenses are
recorded at the portfolio company).

Opportunities to participate in co-investment transactions arise when e2p has the opportunity for an
investment in an existing or prospective portfolio company and determines that (i) an investment
requires additional capital, (ii) all or a portion of the opportunity is not required or able to be offered
to a participating Fund, (iii) the full investment opportunity is not appropriate for a Fund, whether due
to concentration restrictions contained in the Fund’s Governing Documents or otherwise or (iv) e2p
believes the Fund will benefit from the participation of the co-investor(s). Such determinations are
based on the provisions of the applicable Governing Documents, side letter agreements, agreements
with lenders and such other factors as e2p will consider in its sole discretion, including those specified

in its policies on investment allocation and co-investments. Subject to any restrictions contained in the
Governing Documents of the relevant Fund or any side letter or other terms negotiated with respect
to such Fund, in general no individual or entity has a right to participate in any co-investment
opportunity.

e2p will select the investors that are permitted to co-invest in a particular portfolio company in its sole
discretion based on various factors, including those detailed in its Governing Documents and as outlined
in its internal policies and procedures. While one or more limited partners in the Funds are on occasion
invited to co-invest in a Fund’s portfolio companies, e2p is authorized in its sole discretion to offer any
or all of a co-investment opportunity to investors that are not limited partners in the Funds. Opportunities
to co-invest in a portfolio company are made available to select limited partners and third-party investors,
including, without limitation, management or founders of the applicable portfolio company, strategic
investors, lenders, deal sources (including finders and consultants), other sponsors (including other private
equity or venture capital firms), service providers, Senior Advisors and Executive Partners, portfolio
company employees, other persons or entities affiliated, associated or otherwise known to e2p or its
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