Marathon Management Partners LLC

FEES AND COMPENSATION

        Fees are paid as set forth in each Fund’s Governing Documents. In general, Marathon
expects to receive a management fee (“Management Fee”) from the Funds that it manages as
compensation for the investment advisory services rendered to the applicable Fund. Marathon also
expects to receive performance-based compensation or carried interest pursuant to the applicable
Governing Documents for such Fund. Marathon and/or its affiliates generally expect to receive
additional compensation from portfolio companies or prospective portfolio companies in
connection with management and other services performed for portfolio companies of the Funds.
Such additional compensation will offset in whole or in part the Management Fees otherwise
payable to Marathon in accordance with the relevant Governing Documents. In addition,
Marathon is permitted to receive compensation for management and other services performed in
connection with the co-investments made in portfolio companies of the Funds, as set forth in the
relevant Operating Agreement(s) and/or Side Letters(s). Investors in a Fund also bear certain
organizational and operating expenses, as set forth in the Governing Documents of such Fund.

Management Fees

        As set forth and more fully described in the Operating Agreement of each Fund, each Fund
will pay Marathon a Management Fee quarterly in advance equal to a fixed percentage (generally
2.5%) on an annual basis of aggregate capital commitments of investors. Commencing with the
first Management Fee payment date after the expiration of the Fund’s investment period or earlier
upon the occurrence of certain events set forth in the Operating Agreement, the Fund’s
Management Fee generally will equal a specified lower percentage on an annual basis of aggregate
capital commitments of investors. The Management Fee generally is payable quarterly in advance
to Marathon. As described below, Marathon generally is permitted to waive or reduce
Management Fees in accordance with the Funds’ Governing Documents.

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        The Management Fee generally will commence upon the initial capital contributions of
investors to the Fund. Investors participating in a subsequent closing of the Fund after the initial
closing date will generally be assessed Management Fees retroactive to the date on which investors
first contributed capital to the Fund, with an additional interest-like payment on their capital
contributions. The Management Fee generally will be paid out of current income and investment
proceeds of the Fund and/or, in the Manager’s discretion, from drawdowns that will reduce
unfunded commitments.

        Certain Governing Documents permit the Manager to waive or agree to reduce the
Management Fee. Certain waived portions of the Management Fee are treated by the Governing
Documents as a deemed capital contribution by the relevant Manager, which is effectively invested
in the relevant Fund on such Manager’s behalf, and operates to reduce the amount of capital such
Manager would otherwise be required to contribute to the Fund. The investors of the Fund may be
required to make a pro rata contribution according to their respective commitments to fund any
contribution that would otherwise be required of Marathon in connection with any such waiver or
reduction as described above and, as a result, the exercise of such waiver may result in an
acceleration (or delay) of investor capital contributions. Waived or reduced Management Fees are
not subject to the Management Fee offsets described above, and the amount of such waived or
reduced Management Fees could be significant. Due to waived or reduced Management Fees by
the Manager and/or timing of receipt of compensation subject to offsets (as described above), it is
possible that Management Fee offsets will be delayed.

       The Manager also advises certain special purpose vehicles (each, an “SPV”) that do not
charge a Management Fee.

Carried Interest

       Marathon generally will receive a carried interest with respect to each Fund and SPV as
more fully described in the respective Fund’s or SPV’s Operating Agreement.

        In respect of each Fund, in general, all amounts to be distributed are initially apportioned
between the Manager and the limited partners pro rata in proportion to their respective capital
commitments, with the Manager receiving a distribution of its apportioned amount and the
amounts apportioned to the limited partners being distributed to the partners in the following order
of priority: first, to the limited partners until they have received an amount equal to their aggregate
capital contributions in respect of liquidated investments plus related expenses; second, 80% to
the limited partners and 20% to the Manager until the limited partners have received aggregate
distributions equal to 300% of their aggregate capital contributions; third, 50% to the limited
partners and 50% to the Manager until the Manager has received 30% of the amounts distributed
under this tier and the preceding tier; and thereafter, 70% to the limited partners and 30% to the
Manager. As a result, the Manager’s carried interest equals 20% of profits, increasing to 30% once
the “Performance Milestone” has been satisfied (generally, when the limited partners have been
allocated net income equal to at least 200% of their aggregate capital contributions). The Fund
does not provide for a preferred return or hurdle rate. The carried interest distributed to Marathon
is subject to a potential clawback as provided in the Funds’ Operating Agreements if Marathon
has received excess cumulative distributions, and at certain interim intervals as provided in the
Funds’ Governing Documents.

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        In respect of certain SPVs, in general, all amounts to be distributed are initially apportioned
between the Manager and the non-managing members pro rata in proportion to their respective
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TYPES OF CLIENTS

        Marathon provides investment advice to the Funds. The Funds include investment
partnerships, limited liability companies and/or other investment entities formed under domestic
or foreign laws and operated as exempt investment pools under the Investment Company Act of
1940, as amended, and the rules and regulations promulgated thereunder. The investors

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participating in the Funds are expected to include individuals, banks and/or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and, directly or indirectly, Principals or other employees of Marathon and/or members of
their families, and/or other service providers retained by Marathon.

        The Funds are authorized to include alternative investment vehicles established from time
to time in order to permit one or more investors to participate in one or more particular investment
opportunities in a manner determined by the applicable Manager to be desirable for legal, tax,
regulatory or other similar reasons. Alternative investment vehicle sponsors generally will have
limited discretion to invest the assets of these vehicles independent of limitations or other
procedures set forth in the organizational documents of such vehicles and the related Fund.

        Each Fund generally has a minimum investment amount for third-party investors as
provided in such Fund’s Operating Agreement and Fund interests are offered and sold solely to
qualified purchasers (or qualified knowledgeable Marathon personnel). Such minimum
investment amount may be waived by the applicable Manager in its sole discretion.

    METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       Marathon is a private equity and venture capital investment firm focused on significant
minority investments in growth-stage technology companies based in the United States.
Marathon’s investments are typically comprised of both primary and secondary proceeds.
Marathon will generally only invest in situations where it has board representation and seeks to
have significant operating and strategic input on its investments.

       There can be no assurance that Marathon will achieve the investment objectives of any
Fund and a complete loss of investment is possible.

Investment and Operating Strategy

        Sourcing and Screening Approach. Marathon maintains active coverage of the technology
space, tracking key metrics to determine whether a company could be a potential investment target.
Marathon also sources opportunities through a select number of intermediaries.

        The investment team pre-screens new opportunities for further diligence based on its
internally developed key criteria. Assuming the opportunity passes this initial screen, Marathon
requests detailed information from management, which launches the first phase of Marathon’s in-
depth analytics and due diligence process.

        Due Diligence. Marathon employs a due diligence methodology utilizing analytics and data
tools. This process begins at the early stages of due diligence, once it is determined that the
company is potentially an attractive investment target, either immediately or in the near future.
This preliminary analysis then informs the rest of the due diligence process and allows the team to
focus on the key business drivers and areas for potential improvement.

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       Upon determining alignment with management as to the strategic and operating
conclusions of the initial analysis, the investment team then refines the remaining due diligence
plan depending upon the initial findings. Marathon relies primarily on its internal investment team
for business diligence. Marathon maintains relationships with and regularly works with outside
professional due diligence consultants for confirmatory due diligence workstreams.

Risks of Investment

        Each Fund and its investors bear the risk of loss that Marathon’s investment strategy
entails. The risks involved with Marathon’s investment strategy and an investment in a Fund
include, but are not limited to, those described below:

         Business Risks. The Funds’ investment portfolio is expected to consist primarily of
securities issued by privately held companies, and operating results in a specified period will be
difficult to predict. Such investments involve a high degree of business and financial risk that can
result in substantial losses.

       Investment in Junior Securities. The securities in which a Fund will invest may be among
the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of
loss. Generally, there will be no collateral to protect the Fund’s investment once made.

        Concentration of Investments; Impact of Excuse or Exclusion. The Funds will participate
in a limited number of investments and may seek to make several investments in one industry or
one industry segment or within a short period of time. As a result, a Fund’s investment portfolio
could become highly concentrated, and the performance of a few holdings or of a particular
industry may substantially affect its aggregate return. Furthermore, to the extent that the capital
raised is less than the targeted amount, the Fund may invest in fewer portfolio companies and thus
be less diversified. In addition, an investor’s participation in a Fund’s investments may be limited
by virtue of Marathon’s right to exclude an investor from, or an investor’s right to be excused
from, participating in certain of the Fund’s investments as set forth in the Operating Agreement,
thereby increasing the participation of other investors. As a consequence of one or more investors
being excused or other factors limiting investments, the aggregate returns realized by the
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