G2 Investment Partners Management LLC

Item 5. Fees and Compensation
A.      Advisory Services and Fees

Private Investment Funds

G2 Investment Partners generally charges a quarterly management fee plus a performance-based
allocation in accordance with each Fund’s CPOM, depending on the series or class of the relevant
Fund. The distinctions among series or classes are different management fees, performance-based
allocations and different redemption rights. G2 Investment Partners may waive or modify fees for
investors that are members, employees or affiliates of the Company, relatives of such persons, and
for certain large or strategic investors. Although investors who are affiliated with G2 Investment
Partners, as previously described, do not pay management fees or performance-based compensation,
they do pay their pro rata share of Fund operating costs.

The Company and General Partner are entitled to receive fees and compensation as stated below.
The information provided in this brochure regarding fees and expenses is not intended to be
complete or final and is qualified in its entirety by the applicable governing documents (e.g., CPOM
for the applicable Fund). Investors should read and review the governing documents applicable to
the Fund in which they are invested to fully understand the types of fees and expenses that they will
bear.

Management Fees

Depending on the series or class, the Funds pay a quarterly management fee calculated at an annual
rate ranging from 1% to 1.75%. The management fee is paid quarterly in advance, based on the
value of the assets of each capital account as of the first business day of each calendar quarter. The
management fee will be adjusted for contributions and withdrawals made during the quarter.

Performance-Based Allocation

The Onshore Fund and Master Fund
At the end of each fiscal year, the General Partner will receive an incentive allocation, depending
on the series or class, calculated at an annual rate ranging from 10% to 20% of the net profits
allocated to an investor’s capital account. Net profits include net unrealized gains and losses, if any.

When calculating the incentive allocation, the management fee will be deducted in calculating the
net profit or net loss and all items of income, loss and expense incurred at the Fund level, as
applicable, will be taken into account.

The incentive allocation is subject to a “loss carryforward” provision. Under the loss carryforward
provision, no incentive allocation will be made to the General Partner until any net loss previously
allocated to an investor’s capital account or series has been offset by subsequent net profits. Any
such loss carryforward will be subject to reduction for withdrawals on a pro rata basis.

To the extent an incentive allocation is allocated at the Master Fund level, no incentive fee will be
paid or allocated at the Feeder Fund level.

The Long Only Master Fund
 At the end of each fiscal year, the General Partner will receive an incentive allocation, depending
on the series or class, calculated at an annual rate ranging from 10% to 20% times the amount by
which the Preferred Return (as defined below) exceeds the Hurdle Return (as defined below), subject
to an underperformance carryforward provision as described below (the “Incentive Allocation”).
The Incentive Allocation is subject to an underperformance carryforward provision whereby the
outperformance for a fiscal year will be reduced by any Underperformance Carryforward (as defined
below) for purposes of calculating the Incentive Allocation. Net profits include net unrealized gains
and losses, if any. When calculating the incentive allocation, the management fee will be deducted
in calculating the net profit or net loss and all items of income, loss and expense incurred at the Fund
level, as applicable, will be taken into account.

“Preferred Return” means the positive or negative change in the net asset value of an investor’s
capital account attributable to a particular series of Interests during the fiscal year, adjusted for
subscriptions, withdrawals and Fund expenses during such fiscal year.

“Hurdle Return” means the amount that an investor’s capital account attributable to a particular
series of Interests would have earned or lost during the relevant fiscal year if it had received return
equal to that of the Russell 2000 Index for that fiscal year. The Hurdle Return is not cumulative. To
the extent an incentive allocation is allocated at the Master Fund level, no incentive fee will be paid
or allocated at the Feeder Fund level.

The “Underperformance Carryforward” with respect to any investor is an amount initially equal to
zero and is (i) increased at the end of each fiscal year by the amount that the Hurdle Return exceeds
the Preferred Return during the fiscal year and (ii) decreased (but not below zero) at the end of each
fiscal year by the amount that the Preferred Return exceeds the Hurdle Return during such fiscal
year.

The New Issue Master Fund
At the end of each fiscal year, the General Partner will receive an incentive allocation, depending
on the series or class, calculated at an annual rate ranging from 10% to 20% of the net profits
allocated to an investor’s capital account. Net profits include net unrealized gains and losses, if any.

When calculating the incentive allocation, the management fee will be deducted in calculating the
net profit or net loss and all items of income, loss and expense incurred at the Fund level, as
applicable, will be taken into account.

The incentive allocation is subject to a “loss carryforward” provision. Under the loss carryforward
provision, no incentive allocation will be made to the General Partner until any net loss previously
allocated to an investor’s capital account or series has been offset by subsequent net profits. Any
such loss carryforward will be subject to reduction for withdrawals on a pro rata basis.
...

Item 7. Types of Clients
G2 Investment Partners serves as investment manager to the Funds and Managed Accounts. The
Funds operate as pooled investment vehicles and are organized as a stand-alone fund (Onshore Fund)
and three “master-feeder” structures. Investors in the Funds are financially sophisticated individuals
and institutional investors. Although G2 Investment Partners has the authority to accept
subscriptions for any lesser amount, the minimum investment size in a Fund generally ranges from
$1,000,000 to $50,000,000, depending on the series or class of the relevant Fund.

Depending on the Fund, investors must be “qualified purchasers” within the meaning of the
Investment Company Act of 1940 and “accredited investors” within the meaning of Regulation D
under the Securities Act of 1933. In addition, each U.S. investor in any of the Funds that is charged
the performance-based allocation described in the Performance-Based Allocation and Side-by-Side
Management section above, must also satisfy the eligibility requirements of a “qualified client” as
set forth in Rule 205-3 under the Advisers Act.

Minimum investments for Managed Accounts are negotiated on a case-by-case basis.