Godspeed Capital Management LP

Item 5. Fees and Compensation

       A.       The Governing Documents disclose the fee structure for participation in the Program and
       the Funds. In order to participate in any SPV or Fund, Investors must represent (among other things)
       that they are “accredited investors” within the meaning of Rule 501(a) of Regulation D under the
       U.S. Securities Act of 1933, as amended (the “Securities Act”), “qualified purchasers” within the
       meaning of the U.S. Investment Company Act of 1940, as amended (the “1940 Act”) and “qualified
       clients” within in the meaning of the Advisers Act.

       The Firm receives an annual portfolio management fee from the portfolio company of each SPV
       (each, a “Portfolio Company”), generally equal to 5% of such company’s earnings before interest,
       taxes, depreciation and amortization for the 12 month period immediately preceding the date of
       calculation (subject to certain adjustments and certain minimum free requirements) (the “Portfolio
       Management Fee”), although a portion of such fees are shared with the Investors in such SPV
       through reductions to (among other things) certain exclusivity fees or by way of outright payments
       as set forth in the Exclusivity Agreements.

       The Firm also receives a management fee, paid quarterly in advance, from each Fund (the
       “Management Fee”) equal to 2.0% per annum of the Investor’s capital commitment. Godspeed
       Capital is permitted, at any time and in its sole and absolute discretion, to waive, reduce or calculate
       differently all or any portion of the Management Fee with respect to any Investor. For the avoidance
       of doubt, no affiliates of the General Partners will bear any Management Fee. The Management
       Fee can be paid from drawdowns of capital commitments, from borrowings incurred by the Fund,
       or from proceeds that would otherwise have been distributable by, or other available assets of, the
       Fund. The Management Fee will be reduced by such non-affiliated Investor’s capital contributions
       in respect of excess organizational expenses and placement fees and such Investor’s pro-rata share
       of 100% of transaction fees (i.e., consulting fees, transaction fees, directors’ fees, monitoring fees,
       advisory fees, break-up fees or similar fees, but excluding certain other fees).

       B.      Each SPV and Fund is a closed-end private equity investment vehicle with limited
       provisions for withdrawal prior to the conclusion of the SPV or the Fund .

       C.       In addition to the fees described above, each Client is responsible for (or for its share of)
       certain other expenses as disclosed in the Governing Documents. The SPVs and Funds will pay, or
       reimburse the Firm, or any other person or entity advancing payment for the following expenses,
       which include, but are not limited to: (i) costs incurred in connection with potential investments,
       including transaction, financing, legal, accounting, advisory, sourcing, origination, research
       diligence, maintenance, reasonable travel and travel-related expenses (including lodging, meals and
       reasonable entertainment), custodial fees, and administrative, regulatory and filing fees and other
       expenses reasonably determined from time to time by the Firm and that have been incurred in
       connection with the acquisition or consummation of potential investments; and (ii) the costs
       described in the foregoing clause (i), but for investments that have not ultimately been
       consummated, which costs are also subject to certain “caps” (the “Broken Deal Costs”). In addition
       the foregoing, each Client is responsible for its own reasonable and documented costs and expenses,
       including, but not limited to, offering, organizational and other ongoing operating expenses; all
       transaction, financing, legal, accounting, advisory, sourcing, origination, research diligence,
       maintenance, reasonable travel and travel-related expenses (including lodging, meals and
       reasonable entertainment), custodial fees, and administrative, regulatory and filing fees and other
       expenses reasonably determined from time to time by the Firm and that are incurred in connection

       with the investigation, monitoring, acquisition, consummation and/or disposition of any investment
       (whether or not such investment is ultimately consummated); any out-of-pocket expenses incurred
       by the affiliate Godspeed Capital acting in its capacity the “partnership representative” for U.S.
       federal income tax purposes; interest on borrowed money and the other costs and expenses incurred
       in connection with establishing and maintaining any credit facility or other source of indebtedness;
       real property taxes or personal property taxes on investments; brokerage fees, legal fees, litigation
       and indemnification costs and expenses, the premium for the insurance coverage referred to in the
       Governing Documents, audit fees and accounting fees; fees and expenses incurred in connection
       with the maintenance of a registered office and agent in the State of Delaware; taxes and other
       governmental charges applicable to the SPV or Fund on account of its operations; all fees and
       expenses associated with the preparation of financial reports, valuations and other information
       required under the Governing Documents; fees incurred in connection with the maintenance of
       bank or custodian accounts and fees; fees and expenses associated with the preparation of the SPV’s
       and the Funds tax returns, tax schedules and tax statements; and costs and expenses incurred in
       connection with the dissolution, winding up, liquidation and termination of the SPV or Funds (all
       such fees, costs and expenses, “SPV and Fund Expenses”).
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Item 7. Types of Clients

       Godspeed Capital provides investment advisory services to the Clients structure as private equity
       pooled investment funds and SPVs, each of which operate as an exempt investment company under
       the 1940 Act. There is no minimum investment requirement for an Investor to participate in an SPV
       or a Fund, however, subject to certain opt-out rights, their participation is generally based on the
       ratio of their capital commitment to a Program or a Fund relative to the capital commitment of other
       participants of the Program or Fund.