Lion Equity Investment Advisors LLC

Item 5: Fees and Compensation
The following is a general description of the fees, compensation, and other expenses of the Funds. Each
Fund’s governing documents describe fees, compensation, and expenses in greater detail. Investors should
refer to such governing documents of the applicable Fund for a complete understanding of how Lion Equity
is compensated for its advisory services. Lion Equity or an affiliate receives a management fee, and the
General Partners (or equivalent) receive “Carried Interest” or a performance fee, in each case, from the
respective Lion Equity Funds it manages and are non-negotiable.

In addition, Lion Equity or an affiliate may receive transaction fees (e.g., retain income fee, commitment,
closing, merger and acquisition), advisory fees (e.g., monitoring or management services), or other fees
consistent with the Offering Documents in connection with portfolio investments or prospective portfolio
investments of a Lion Equity Fund.

Management Fee
The Funds will pay Lion Equity or an affiliate a fee (the “Management Fee”) which is detailed in each
fund’s governing documents. During the Fund’s Investment Period, the Management Fee for the Funds is
generally equal to 1.0%-2.0% per annum multiplied by the total committed capital. After the Funds’
Investment Period, the Management Fee for the Funds is generally equal to 1.0%-2.0% per annum
multiplied by either (i) the sum of investment contributions related to the current portfolio reduced by
permanent write downs or (ii) the lesser of (y) aggregate capital contributions or (z) the net asset value as
of the preceding quarterly payment date. Fees are calculated and collected quarterly, either in arrears or in
advance as set forth in the applicable Offering Documents.

In the case of the termination or dissolution of any Fund, the Management Fee will cease to accrue upon
the termination date or the date of the dissolution, and for all periods thereafter through the date of the
Fund’s final liquidating distribution. The Fund will pay Lion Equity or affiliate reasonable compensation
for its services in connection with the liquidation of the Fund’s assets, if applicable.

Carried Interest

As more fully described in the applicable Offering Documents, a Fund’s General Partner (or equivalent)
will generally receive a Carried Interest with respect to such Fund typically equal to 20%-30% of realized
profits after (i) the investors have received a return of their capital, plus (ii) a preferred return amount that
is compounded annually, and (iii) a catch up provision whereby the General Partner (or equivalent) receives
its share of distributions until they reach their target Carried Interest percentage. The Carried Interest
distributed to the General Partner (or equivalent) would usually be subject to a potential clawback at the
end of a Fund’s life if such General Partner (or equivalent) has received excess cumulative distributions,
and at certain interim intervals as provided in the organizational documents.

The General Partner (or equivalent) has the right, in its sole discretion, to periodically waive or reduce the
Carried Interest for certain limited partners without exercising the right for other limited partners. Please
refer to the Fund’s organizational documents for additional detail regarding Management Fees and Carried
Interest.

Catch up provision

Investors in our Funds are subject to performance-based compensation, as described above in Carried
Interest. The performance-based fees include a catch-up provision, which varies by Fund.

Except for tax distributions, each Fund’s organizational documents generally follow a waterfall structure,
with investors receiving a preferred return on capital contributions before any performance-based
compensation is allocated to the general partner. Once the preferred return threshold is met, a catch-up is
applied, allowing the general partner to receive a disproportionate portion of subsequent distributions until
the GP has received an amount equal to their share of the carried interest.

The specific terms of the catch-up provision vary by Fund and may impact the timing and amount of carried
interest received by the General Partner. Because the catch-up allocation precedes the carried interest
distribution, the structure may affect the timing and amount of investor returns. Investors should refer to
each Fund’s Offering Documents, including the private placement memorandum and limited partnership
agreement, for a detailed explanation of the applicable performance fee structure.

Expenses

Except for expenses borne directly by or on behalf of the Fund, as described in the Fund’s organizational
documents, the General Partner and Lion Equity will assume all ordinary administrative and overhead
expenses attributable to their activities, including salaries and compensation of the employees; expenses for
administrative, clerical and related support services; office space and facilities, utilities and equipment.

The Funds will typically bear all costs and expenses incurred in purchases, sales or exchanges made in
connection with the Funds’ investment activities, including legal, audit and tax, consulting, administration,
custodian, due diligence, and accounting fees and expenses. In the case that one or more co-investment
vehicles are established to co-invest in a portfolio investment, then the Funds and any co-investment
vehicles will share fees and expenses related to such portfolio investment.

Lion Equity and its respective affiliates will from time to time, and in their sole discretion, incur fees, costs
and expenses, including in connection with consummated and unconsummated transactions, on behalf of
the Funds and/or one or more other investment vehicles managed by Lion Equity. To the extent practicable,
any fees, costs and expenses that are incurred in connection with a consummated investment will be charged
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Item 7: Types of Clients

Lion Equity provides investment advisory advice to pooled investment vehicles that operate as private
investment funds. The securities issued by the Funds to their investors are not registered under the Securities
Act because such securities are sold in transactions not involving a public offering (i.e., a private
placement). Each prospective investor in a fund is required to represent, among other things, that they are
(i) an “accredited fund Investor,” as such term is defined under Regulation D of the Securities Act of 1933
(as amended, the “1933 Act”); (ii) a “qualified client” as such term is defined under Rule 205-3 under the
Advisers Act; or (iii) a “qualified purchaser” as such term is defined in Section 2(a)(51) of the Investment
Firm Act of 1940, as amended.
Each Fund’s minimum capital and investor qualification requirements are set forth in the Fund’s Offering
Documents and each Investor is furnished with a copy of the partnership agreement (or equivalent - e.g.,
operating agreement) and other governing documents which detail the terms, conditions, and risks regarding
the investment.

Lion Equity typically imposes a minimum investment in connection with investing in the Funds, often in
the range of $500,000 to $1,000,000, although such minimums may be waived at the discretion of the
General Partner (or equivalent).