Faction Ventures LLC

Item 5. Fees and Compensation

   A. Fee Schedule

      The fees and compensation payable to Faction are negotiable. Faction only offers interests
      in the Funds to qualified purchasers defined in section 2(a)(51)(A) of the Investment

   Company Act of 1940 and fees payable to Faction are outlined in the Governing
   Documents.

B. Payment of Fees

   Investors in the Funds generally pay Management Fees quarterly in advance, as described
   in the Funds’ Governing Documents. Carried Interest is typically paid upon the distribution
   of net realized capital gains attributed to the proportion of each Investor’s respective capital
   commitments.

C. Other Fees and Expenses

   Faction and the Funds generally bear their own expenses. Expenses, above and beyond the
   management fee and carried interest discussed above, are allocated on a case-by-case basis
   in accordance with the Governing Documents. Additional Fund expenses include but are
   not limited to operating expenses and organizational expenses, which include: the
   purchase, holding, storage, custody, digital asset staking and delegation, or sale or
   exchange or other disposition of securities (whether or not such purchase, storage, custody,
   digital asset staking and delegation, sale, exchange or other disposition is ultimately
   consummated), including reasonable private placement and finder’s fees in contemplation
   of an investment by the Funds paid to persons other than the general partner or partners of
   the general partner or any of their affiliates; reasonable travel expenses (i.e., not more
   generous than commercial first class travel) incurred in connection with the identification,
   evaluation, consummation and management of each Fund’s investments; unreimbursed
   costs and expenses incurred in connection with any transfer or proposed transfer of
   partnership interests or the default by any partner in the payment of capital contributions;
   real property or personal property taxes on investments; brokerage fees; stock distribution
   agent fees; taxes applicable to the partnership on account of its operations or investment
   activities; financing costs and interest and other amounts paid in connection with
   borrowings of the partnership or any alternative fund; fees incurred in connection with the
   maintenance of bank or custodian accounts; legal, audit, and other expenses incurred in
   connection with the registration of the Funds’ portfolio securities under the Securities Act;
   legal, tax advisory and accounting fees and expenses incurred in connection with the
   purchase or sale or exchange or other disposition of securities (whether or not such
   purchase, sale or exchange or other disposition is ultimately consummated); amendments
   to, and waivers, consents or approvals pursuant to, the Governing Documents; and fees and
   expenses of investment advisers and independent consultants incurred in investigating and
   evaluating investment opportunities. The Funds shall also bear the fees of the independent
   certified public accountant incurred in connection with the annual audit of the Funds’ books
   and the preparation of the Funds’ annual tax return; costs of independent appraisers; legal
   expenses of the Funds; accounting expenses paid to third parties for the maintenance of the
   Funds’ books and records and preparation of reports and correspondence; fees and
   expenses associated with each Fund’s anti-money laundering compliance and accounting;
   costs associated with developing, licensing, implementing, maintaining or upgrading any
   web portal, extranet tools, computer software or other administrative or reporting tools
   (including subscription-based services) for the benefit of the Funds or the limited partners;

   premiums associated with insurance, if any, to insure against fraud or crimes against each
   Fund or any claims that could be made directly against each Fund, the general partner, the
   Firm or any indemnified persons; preparation and other expenses associated with annual
   and other reports to the partners; costs associated with any Fund information meetings;
   expenses of the LP advisory committee meetings and reimbursement of reasonable out-of-
   pocket costs for the LP advisory committee members, LP advisory committee non-voting
   observers and the general partner to attend such meetings; reasonable fees and expenses
   incurred to the extent the LP advisory committee reasonably determines it is necessary to
   engage independent legal and other advisors in connection with decisions to be made by
   the LP advisory committee under the Governing Documents; and all expenses that are not
   normal administrative and overhead expenses, including all legal fees and expenses
   incurred in prosecuting or defending administrative or legal proceedings relating to the
   Funds brought by or against the Funds, the Firm or the general partner, or the members,
   partners, employees or agents or former members, partners, employees or agents of any of
   the foregoing, including all costs and expenses arising out of or resulting from the Funds’
   indemnification.

   The fees and expenses described above are negotiated and agreed upon in connection with
   the establishment of the management relationship in respect of the Funds and may be
   deducted from amounts that would otherwise be retained by the Funds. Please refer to the
   Funds’ Governing Documents for further information regarding the fees and expenses of
   Faction and the Funds.

D. Prepayment of Fees

   Faction’s investment advisory services may be terminated by a Fund only in accordance
   with the requisite events and processes set out in the Fund’s Governing Documents. Upon
   such termination, any prepaid, unearned fees will be promptly refunded by Faction
   (determined on a pro rata basis based on the number of days elapsed in the applicable fee
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Item 7. Types of Clients

       Faction intends to provide investment advisory services to pooled investment vehicles
       which are exempt from the definition of investment company under the Investment
       Company Act. As discussed in Item 4, interests in the Funds will be offered privately and
       generally available only to persons who are “accredited investors”, “qualified clients” and
       “qualified purchasers.”.

       Faction generally requires a minimum capital commitment of $1 million for its Funds;
       however, the Firm maintains discretion to individually waive, increase or reduce the
       minimum investment required.