Intrinsic Edge Capital Management LLC

ITEM 5: FEES AND COMPENSATION

Each Intrinsic Edge Fund sets forth its fee structure in its Governing Documents, including how
and when fees are calculated, charged and paid.

In exchange for the investment management services provided to the Funds, IECM will receive a
management fee, payable in arrears as of the last day of each calendar month, equal to
approximately 2% annually of the balance of each investor’s capital account as of the start of
business on the first business day of such calendar month.

As described in Item 6 below, the General Partners will receive performance-based fees typically
calculated based on the net profits, subject to a high-water mark, allocated to each investor capital
account during such fiscal year.

IECM’s fees and services for Managed Accounts are memorialized in an investment management
agreement negotiated at the onset of the relationship. Typically, Managed Account fees consist of
a management fee and a performance-based fee.

The Investment Manager and/or General Partner reserves the right, in its sole discretion, to reduce
or waive all or a portion of its fees with respect to certain investors, including, without limitation,
employees or affiliates of the Investment Manager.

In addition to the management fees and performance-based fees, certain expenses are borne by the
Clients, and therefore the underlying investors in the Clients. In good faith and in its fair and
reasonable discretion, IECM determines on a case-by-case basis whether an expense should be

borne by the Investment Manager or by the Clients in accordance with the Governing Documents
and/or investment management agreement of each Client.

Fund operating and other ongoing operations expenses include, but are not limited to, investment
research, risk analytics, risk management, trading expenses, investment and research related
expenses including travel expenses, legal expenses, accounting expenses, auditing and tax
preparation, regulatory compliance (including relating to filing Form PFs, Form Ds, blue sky and
other filing fees), insurance-related expenses (including, without limitation, D&O, E&O, etc.) and
other professional fees and expenses, administration fees and expenses (including, without
limitation, any fees and expenses paid with respect to third-party administrators), organizational
expenses, fees and expenses related to updates or supplements to Governing Documents, expenses
relating to the ongoing offer and sale of limited partnership interests in a Fund (e.g., travel
expenses, entertainment expenses, marketing expenses, printing costs, filing fees, legal expenses
relating to negotiations with selling agents or brokers etc.), administrative expenses, any selling
agent or broker, the Administrator and any other parties, custodial fees, fees and expenses for the
use of third-party proxy voting services, and other expenses associated with the operation of a
Fund. Funds will also bear all extraordinary expenses to the extent allowed by securities laws and
regulations, including, without limitation, fees and expenses related to litigation. The Investment
Manager may, in its sole and absolute discretion, at any time and from time to time, allocate all or
any costs and expenses incurred by or on behalf of a Fund and one or more other Clients among
any Fund, such other Clients, or the Investment Manager in such manner as the Investment
Manager may deem fair and equitable in its discretion, taking into consideration: (i) the extent of
the utilization of the services associated with the expense, (ii) the relative benefit that is derived
from the expense, and (iii) the association of the expense with a legal, contractual or other
obligation. Please see the Governing Documents for additional expense information.

The Clients’ investors also bear the costs of certain products and services received by the
Investment Manager that constitute “brokerage and research services” under Section 28(e) of the
U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as described in Item 12
below. The Clients typically pay for these products and services through “soft dollar” or client
commission agreements that fall under the safe harbor for such services established by Section
28(e).

The Clients will not bear any of the internal operating costs and overhead expenses of IECM, such
as employee salaries and bonuses, rent, utilities and other similar items.

IECM has entered into certain Intrinsic Edge Fund side letter agreements that provide certain
investors with reduced fees and/or most favored nation rights.

Managed Accounts through their fund administrator, prime brokers, and/or custodians have daily
transparency into holdings and transactions implemented in its account. Investors in the Intrinsic
Edge Funds are provided with monthly statements from the Funds’ administrator detailing the
investors position in each Fund and are not provided with details of Fund holdings or daily Fund
portfolio transactions. An Intrinsic Edge Fund investor’s ability to add or withdraw from the
Intrinsic Edge Fund is limited compared to liquidity of a Managed Account. As a result, Fund
investors have less control over the timing of their cash flows, market exposure, investment
management decisions affecting the portfolio holdings, and/or the manner in which portfolio
holdings are bought and sold.

Certain IECM employees’ incentive compensation is linked to Fund performance and Firm
profitability. To address any potential conflict of interest, IECM implemented written policies and
procedures, which include performing periodic reviews, on a sampling basis, of the trades placed
for the Clients to help ensure transactions are executed in line with stated investment objectives
and strategies, are equitable and in the best interests of all Clients and underlying investors.

ITEM 7: TYPES OF CLIENTS

IECM Clients currently include the Intrinsic Edge Funds. The Intrinsic Edge Funds are privately
offered to qualified investors and are exempt from registration under the Investment Company
Act of 1940, as amended. Investors must meet certain suitability and net worth requirements prior
to being considered as a prospective investor in an Intrinsic Edge Fund. Minimum contributions
for investment are $500,000 for the Intrinsic Edge Digital Infrastructure Fund, L.P. the Intrinsic
Edge Capture, L.P., and the offshore feeder fund, however contributions less than $500,000 have
been in the past and will be in the future, accepted at the sole discretion of the Investment
Manager, General Partner and/or the board of directors, as applicable.

Investors in the Intrinsic Edge Funds consist of both U.S. and international investors and include
high net worth individuals, corporate pension and profit-sharing plans, charitable institutions,
foundations, endowments, municipalities, and other institutional investors. Additionally,
employees and other qualified persons associated or affiliated with IECM have invested and may
invest in the Intrinsic Edge Funds.

Managed Accounts are generally managed pursuant to a similar strategy as one or more of the
Intrinsic Edge Funds but may be subject to certain investment restrictions as detailed in the
investment management agreement for the Managed Account. The minimum initial investment
in a Managed Account varies, but generally exceeds $40 million.