MC2 Investment Management LLC

FEES   AND COMPENSATION

        In general, the Adviser receives a management fee (the “Management Fee”) and a carried
interest in connection with advisory services. The Adviser or other MC2 entities or affiliates
receive additional compensation in connection with management and other services performed for
portfolio companies of Funds and such additional compensation will offset in whole or in part the
Management Fees otherwise payable to the Adviser in accordance with the relevant Governing
Documents. In addition, in certain circumstances the Adviser receives compensation for
management and other services performed in connection with co-investments made in portfolio
companies of the Funds. Investors in a Fund also bear certain expenses.

Management Fees

         The Fund will pay the General Partner (or an affiliate thereof) a management fee (the
“Management Fee”) payable quarterly in advance with respect to each Limited Partner that is not
designated as “affiliated partner” by the General Partner, equal to 2% of the capital commitments
of such Limited Partner (“Commitments”), subject to discounts and/or reductions in certain
circumstances as described in the Governing Documents. The Management Fee will be payable
until all portfolio investments are disposed of or until the Adviser’s relationship with the Fund is
terminated for other reasons (as described in the relevant Governing Documents.

         As a matter of practice, the Adviser is typically paid fees of the type referred to in the
preceding paragraph from, on behalf of or with respect to co-investors in an investment. The
receipt of such fees will not reduce the Management Fee payable by any Fund(s) that have also
invested in such investment, and as a result a Fund will, in most cases, only benefit with respect to
its allocable portion of any such fee and not the portion of any fee that relates to such co-investors,
which have the potential to be significant. Additionally, as further described below and in the
relevant Governing Documents of each Fund, the Adviser expects to use or retain certain operating
partners and affiliated service providers to provide services to (or with respect to) certain portfolio

companies in which Funds invest. Such operating partners and service providers will generally
receive compensation and other amounts described herein from the relevant portfolio companies
or Funds to which they provide services, but no such amounts will result in additional offsets to
the Management Fee.

Carried Interest

        The Adviser will receive a carried interest with respect to the Fund equal to 20% of all
realized profits subject to an 8% compound preferred return, subject to discounts and/or reductions
in certain circumstances as more fully described in the Governing Documents. The carried interest
distributed to the Adviser is subject to a potential giveback at the end of life of the Fund if the
Adviser has received excess cumulative distributions.

       It is expected that any future Funds will have a similar fee structure.

Other Information

         The Adviser is permitted to exempt certain “affiliated partner” investors and other
investors in the Funds from payment of all or a portion of Management Fees and/or carried interest.
Any such exemption from fees and/or carried interest may be made by a direct exemption, a rebate
by the Adviser and/or its affiliates, or through other Funds which co-invest with a Fund. For
example, in instances where and Adviser professional (or an affiliated entity thereof) invests in a
Fund, such professional (or such affiliated entity) generally will be exempt from payment of the
Management Fee and carried interest with respect to such Fund. Additionally, to the extent
permitted by the relevant Governing Documents, the Adviser has the right to permit investors,
affiliated with an Adviser or otherwise, to invest through the relevant General Partner or other
vehicles that do not bear Management Fees or carried interest.

        The Funds generally invest on a long-term basis. Accordingly, investment advisory and
other fees are expected to be paid, except as otherwise described in the Governing Documents,
over the term of the relevant Fund, and investors generally are not permitted to withdraw or redeem
interests in the Funds.

        Principals or other current or former employees of MC2 generally receive salaries and other
compensation derived from, and in certain cases including a portion of, the Management Fee,
carried interest or other compensation received by the Adviser or its affiliates.

         In addition to the Management Fee and carried interest payable to the Adviser, each Fund
bears certain expenses. As set forth more fully in the applicable Governing Documents of each
Fund, a Fund bears all expenses relating to the Fund’s activities, investments and business to the
extent not reimbursed by a portfolio company or applied to reduce transaction fees, including costs
and expenses attributable to structuring, organizing, acquiring, managing, operating, holding,
valuing, winding up, liquidating, dissolving and disposing of such Fund’s investments, legal,
filing, accounting, auditing, investment banking, travel (including, where appropriate, meal and
entertainment expenses and the cost of chartering private aircraft or other private air travel at a
cost above the cost of first class commercial airfare) or ground transportation(including car
service), consulting, research, brokerage, finder’s fees, financing, real estate title, appraisal,
printing, reporting, custody, depositary, transfer, registration, insurance, advisory board, limited

partner meetings and related meal and entertainment expenses, interest, taxes, extraordinary
expenses and other similar fees and expenses, including such fees and expenses, or other liabilities
or obligations, incurred for transactions not consummated (“Broken Deal Expenses”), including
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TYPES   OF CLIENTS

         The Adviser provides investment advice to the Funds. The Funds may include investment
partnerships 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. The investors
participating in the Funds may include individuals, banks 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 may
include, directly or indirectly, principals or other employees of the Adviser and its affiliates and
members of their families, Operating Partners, Executive Advisors or other service providers
retained by the Adviser.

        The Funds may 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 desirable for tax, regulatory or other reasons. Alternative investment
vehicle sponsors generally 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.

        The Fund has a minimum investment of $5 million for third-party investors, which may be
waived by the applicable General Partner. Investors in the Fund must meet certain suitability and
net worth qualifications prior to making an investment. Investors must be (i) “accredited investors”
as defined under Regulation D of the Securities Act of 1933, as amended, and (ii) either “qualified
purchasers” or “knowledgeable employees” as defined under the Investment Company Act.

            METHODS    OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       MC2 is a private investment firm focused on controlling and non-controlling equity
investments in middle market companies in the security sector. The Adviser’s investment advisory
services consist of identifying and evaluating investment opportunities, negotiating investments,
managing and monitoring investments and achieving dispositions for investments. Investments
are predominantly of non-public companies although investments in public companies are
permitted.

       The following is a summary of the investment strategies and methods of analysis generally
employed by the Adviser on behalf of the Funds and a summary of certain risks involved with the
Adviser’s investment strategy and an investment in the Funds. More detailed descriptions of the
Funds’ investment strategies and methods of analysis and risks are included in the applicable
Memorandum and Governing Documents for each Fund.

Investment and Operating Strategy

        The Adviser’s investment strategy for the Funds focuses on the acquisition of non-
controlling and controlling interests in middle-market companies in the security industry that the
Adviser believes have strong growth prospects. Once an investment opportunity has been
identified, the Adviser seeks to implement an effective operating strategy to improve the
performance of the acquired company by leveraging its subject matter expertise to drive growth.

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

Risks of Investment

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

        Cybersecurity and Technology Advances. The enterprise security market has grown
quickly and is expected to continue to evolve rapidly. If a portfolio company does not accurately
predict, prepare for, and respond promptly to rapidly evolving technological and market
developments its competitive position and prospects will be harmed. The technology employed
in the cybersecurity sector is especially complex because it needs to effectively identify and
respond to new and increasingly sophisticated methods of attack, while minimizing the impact on
network performance. As a result, companies in the cybersecurity industry must commit
significant resources to developing new features and security, AI/analytics and other offerings
before knowing whether such investments will result in marketable products. Failure to adapt to
evolving industry needs in a timely and cost-effective manner could negatively affect the
performance of a portfolio company and therefore the Fund.

        Cybersecurity Regulation and Litigation. A number of companies in the cybersecurity
industry hold a large number of patents and also protect their copyright, trade secret and other

intellectual property rights, and companies in the networking and security industry frequently enter
into litigation based on allegations of patent infringement or other violations of intellectual
property rights. Claims by others that a portfolio company infringed their proprietary technology
or other intellectual property rights could result in significant costs and substantially harm the
business, financial condition, results of operations, and prospects of a portfolio company. As the
cybersecurity industry continues to face increasing competition and grow, the possibility of
intellectual property rights claims and litigation also grows.

        Personal privacy, data protection, information security, telecommunications regulations,
and other laws applicable to specific categories of information are significant issues in the United
States, Europe and in other jurisdictions where portfolio companies will operate. The data that
such portfolio companies may collect, analyze, and store is subject to a variety of laws and
regulations, including regulation by various government agencies. If a portfolio company is not
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