Eureka Equity Partners LP

Item 5. Fees and Compensation.

   How Eureka is compensated. The specific terms for the compensation of Eureka by each
   Eureka Fund are dictated by each Eureka Fund’s Governing Documents and Management
   Agreement. In general, each Eureka Fund pays a fee (a “Management Fee”) equal to 2% of
   committed capital during an investment period as defined in each Eureka Fund’s LPA. After
   the investment period, the Management Fee is equal to 2% per annum of the aggregate amount
   of equity invested in unrealized investments. The Management Fees are as stated in the
   applicable Eureka Fund’s LPA and are potentially negotiable through side letters only. As
   described below, the Management Fee might be reduced in some circumstances in connection
   with the receipt by Eureka of fees paid by portfolio companies.
   Per the terms of the Management Agreements, Eureka’s duties include the provision of
   investment advice and general and administrative services to each of the Eureka Funds, subject
   to the payment of the Management Fee and the payment of expenses. Such general and
   administrative services include the preparation and maintenance of the books and records of
   the Eureka Funds, communicating with Investors (including the furnishing of periodic
   financial reports) or with the public, making disbursements of fees and expenses on behalf of
   the Eureka Funds where required, and such other activities relating to the administration of the
   Eureka Funds’ affairs and the conduct of Eureka Fund activities. Absent extraordinary
   circumstances, the Management Agreements remain in effect beyond the liquidation of the
   final equity investment until the Eureka Fund is wound up and fully dissolved.
   Deduction of management fees. Eureka’s Management Fees are deducted from the assets of
   each Eureka Fund. Management Fees are paid quarterly in advance at the beginning of each
   calendar quarter.
   Other types of fees or expenses. Each Eureka Fund pays all offering and organizational
   expenses incurred in the formation of the Eureka Fund and the related entities up to a certain
   maximum limit set forth in each of the Eureka Funds’ Governing Documents. Each Eureka
   Fund bears all expenses relating to it to the extent not borne by its portfolio companies,
   including all costs and expenses relating to its activities and operations. Such costs and
   expenses include, but are not limited to: liquidation expenses; any taxes which might be
   assessed; fees, costs and out-of-pocket expenses incurred in connection with investment
   activities (whether or not any such purchase or sale is consummated), reasonable travel and
   travel-related expenses, entertainment, industry organizations, conferences, sponsorships and
   events, marketing and advertising costs, research and underwriting, third-party consultants,

service bureaus and subscriptions, commissions, placement fees relating to the investments,
due diligence, appraisal, third party valuation, brokerage fees, investment banking fees, legal,
accounting, advisory, research and consulting expenses, custodial, and registration services,
costs relating to all borrowings or guarantees; all expenses relating to litigation and threatened
litigation, fees, costs and expenses related to third party software licenses related to managing
investments and Investor communications, risk management services and appropriate
insurance coverage, third-party fund administration fees, costs and expenses; interest and taxes
related to the purchase, holding or sale of any investment, costs of acquisition, disposition and
holding of investments, fees or other expenses incurred in connection with any claims, reports
to governmental authorities, investigation or settlement, preparation of annual audits of the
Eureka Funds and other reports to the Investors, Investors and Advisory Committee meetings,
any taxes, fees or other governmental charges levied against a Eureka Fund, expenses related
to organizing entities through or in which investments could be made, extraordinary
administrative or operating fees or expenses, costs related to amendments to or other revision
or creation of Governing Documents; unreimbursed costs and expenses related to any transfer
or proposed transfer by an Investor, and all other expenses properly chargeable to the activities
of a Fund. A more detailed list of potential expenses is provided in each Eureka Fund’s offering
documents and Investors are encouraged to review offering documents carefully prior to
investing.
To the extent expenses are common to multiple Eureka Funds (such as common expenses for
insurance, investment management, or Investor communication software), the expenses
charged to each Eureka Fund will be based on that Eureka Fund’s pro-rata share of such
expenses, as determined in good faith by the General Partner, Eureka and their affiliates.
The Advisor and General Partner will bear their respective ordinary expenses incidental to
managing the Eureka Funds, which generally includes overhead and staff compensation.
Payment of fees in advance. In the event that a Eureka Fund’s Management Agreement with
Eureka terminates prior to the final dissolution of a Partnership during a period covered by
Management Fees paid in advance, Eureka would pro rate such Management Fee and
reimburse the Eureka Fund the portion of such Management Fee covering the remainder of the
period (i.e. from the date of termination to the end of the period). Under ordinary
circumstances, the final Management Fee would be paid at the beginning of the quarter in
which the final equity investment is liquidated. The Management Fee will still be technically
in effect during that period, but as a practical matter it would be calculated as zero due to the
lack of remaining equity on which to base the Management Fee. No refund of Management
Fees would be due at the time of the liquidation of the final equity investment because the
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Item 7. Types of Clients.

   Eureka provides investment advisory services only to the Eureka Funds, which are privately
   offered pooled investment vehicles. Investors in the Eureka Funds include pension plans,
   family offices, funds of funds, corporations, insurance companies and private individuals.