Falcata Capital LLC

Item 5            Fees and Compensation
        A.         Falcata Compensation

                 The Governing Fund Documents of the Fund set forth in detail the fee structure relevant to the
        Fund. Investors and prospective investors in the Fund should refer to the Governing Fund Documents for
        a detailed description of the investment management fee calculations and carried interest distributions.

        B.         How Falcata Collects Fees

                Falcata typically receives compensation from fees based on a percentage of assets under
        management, carried interest distributions, and payment of certain other fees or expenses as disclosed in
        the Governing Fund Documents. Investors should review carefully the Governing Fund Documents to
        fully understand all of the fees and expenses that will be incurred by the Funds.

                 As compensation for investment advisory services rendered to the Fund, Falcata receives a
        management fee based on capital commitments through the investment period (investment period is 5
        years from the initial closing, or shorter depending on certain conditions as set forth in the Governing
        Fund Documents) and on funded capital thereafter. In general, the management fee will be 1.5% per
        annum, charged quarterly in advance. Such fee will be payable on a pro rata basis for any period that is
        less than a full quarterly period. Falcata or an affiliated entity, in its sole discretion, may waive or reduce
        the management fee in respect of any investment in the Fund by Investors, principals, employees or
        affiliates of Falcata, or relatives of such persons.

                 Falcata or an affiliated entity also receives a carried interest or other performance-based
        allocation from the Fund. The Fund will be subject to an “American Style” distribution “waterfall” under
        which capital contributions (in respect of realized investments and investments valued below cost) and an
        8% preferred return on capital contributions for realized investments, investments carried below cost and
        allocated portions of expenses will be paid or returned to limited partners prior to 20% performance-based
        distributions being made to Falcata or an affiliated entity, subject to prior “catch-up” distributions to
        Falcata or an affiliated entity. The carried interest may be increased to 30% on certain investments subject
        to the return of all capital contributions and attainment of a specified level of investment performance.
        Falcata or an affiliated entity may, in its sole discretion, waive or reduce the carried interest or other
        performance-based distributions to be paid by any principals, employees or affiliates of Falcata, or
        relatives of such persons, in the event of their participation in the Fund. An additional discussion of
        carried interest distributions is included in Item 6 – Performance-Based Fees and Side-by-Side
        Management below.

                 Additional information surrounding conflicts of interest with respect to co-invest vehicles are
        further described below in Item 10, “Other Financial Industry Activities and Affiliations.”

                Prospective investors in any Falcata managed investment vehicle should review carefully the
        relevant governing documents for such vehicle to fully understand all of the fees and expenses that apply
        and will be indirectly borne by such investors.

        C.         Other Fees and Expenses

                The Governing Fund Documents set forth in detail the costs and expenses to be borne by the
        Fund. In general, all costs and expenses related to the Fund’s operations will be borne by the Fund,
        including fees, costs and expenses related to the evaluation, purchase, holding and sale of portfolio
        investments (to the extent not reimbursed by a portfolio company or other party); expenses incurred in

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        connection with transactions not consummated; travel and entertainment expenses related to the foregoing
        (including, as may be applicable, business class flights); insurance premiums; taxes, including the
        preparation of the Fund’s financial statements, tax returns and Schedule K-1s, and the representation of
        the Fund or the limited partners regarding tax matters; custodial, banking and administration expenses;
        appraisal and valuation expenses; fees and expenses of accountants, counsel and consultants; costs and
        expenses of any annual meetings; certain regulatory and compliance expenses as relates specifically to the
        Fund and its portfolio companies, including Form PF, U.S. Treasury forms and FATCA compliance, but
        excluding the costs of the Manager’s general compliance with the Investment Adviser’s Act of 1940 (the
        “Advisers Act”); litigation expenses; costs of winding up and liquidating the Fund; and other
        extraordinary expenses.

                Falcata does not expect to charge portfolio companies directors’ fees, transaction fees, monitoring
        fees, advisory fees, break-up fees and other similar fees. To the extent that any such fees are received,
        Falcata expects to reduce the management fee by an amount equal to 100% of such fees, net of any
        unreimbursed expenses incurred by Falcata in connection with unconsummated transactions.

                The Fund will bear all legal and other expenses incurred in the formation of the Fund and the
        offering of the Fund’s interests (other than any placement fees).

               Generally, Falcata or an affiliated entity will pay the compensation and overhead expenses of the
        personnel who act on their behalf. In the event that certain personnel expenses would qualify as expenses
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Item 7           Types of Clients
                 As noted in Item 4, Falcata initially provides portfolio management services to the Fund. In the
        future, the Manager may also provide portfolio management services to other separate accounts
        (including those organized as special purpose vehicles) and/or commingled pooled investment vehicles
        that operate as exempt investment pools under the Investment Company Act of 1940, as amended.
        Clients and investors in Falcata managed investment vehicles may include individuals, banks or thrift
        institutions, sovereign wealth funds, pension and profit-sharing plans, trusts, estates, charitable
        organizations or other corporations or business entities and also may include, directly or indirectly,
        principals or other employees of Falcata. Details concerning applicable suitability criteria and minimum
        investment commitments will be set forth in the governing documents for the relevant investment
        vehicles.

                 Falcata or its affiliates, in their sole discretion, may determine to enter into side letter agreements
        (“Side Letters”) with individual investors that have the effect of establishing rights under, or altering or
        supplementing the terms of, Falcata managed investment vehicles with respect to such investors that
        differ from those applicable to other investors in the same vehicle. Such terms may apply to (i) economic
        arrangements (including alternative fee or other compensation arrangements), (ii) opting out of particular
        investments, (iii) reporting obligations of the investment vehicle, (iv) transfer to affiliates, (v) co-

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        investment opportunities, (vi) withdrawal rights due to adverse tax or regulatory events, (vii) consent
        rights to certain amendments or (viii) any other matters described therein. If Falcata or an affiliate enters
        into a Side Letter entitling an investor to opt out of a particular investment or withdraw from an
        investment vehicle, any election to opt out or withdraw by such investor may increase any other
        investors’ pro rata interest in that particular investment (in the case of an opt-out) or all future
        investments (in the case of a withdrawal).

                 The Fund’s principal investor qualifies as both an “accredited investor,” as defined under the
        Securities Act of 1933, as amended (the “Securities Act”), and a “qualified client,” as defined under the
        Investment Advisers Act, as amended, and future clients and investors in Falcata managed investment
        vehicles will be similarly qualified. Generally, an “accredited investor” includes (a) a person with an
        individual net worth, or joint net worth with the person’s spouse, that exceeds $1,000,000 (excluding the
        value of such persons primary residence) and (b) a person with income exceeding $200,000 in each of the
        two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable
        expectation of the same income level in the current year. A “qualified client” generally includes a person
        who has not less than $1,000,000 in investments with Falcata or a person with an individual net worth, or
        joint net worth with the person’s spouse, that exceeds $2,100,000.