Merida Capital Holdings LLC

Item 5.     Fees and Compensation

Our fees and compensation are described in our clients’ Governing Documents.

We are paid management fees from the Funds, the timing and cadence of which will be in accordance
with each Fund’s Governing Documents (e.g., monthly in advance or quarterly in arrears). Generally, the
management fee will be 2.0% per annum (0.166% per month) of: (i) the aggregate amount of an investor’s
capital commitments during a Fund’s investment period and (ii) each investor’s proportionate share of
the aggregate cost basis of the investments held by the relevant Fund thereafter. Certain funds charge
management fees based on net invested capital after the investment period. In addition, investors
admitted after the launch of a Fund will be subject to higher management fees after the Fund’s investment
period if the fair market value of its investments exceed their cost basis. We deduct such management
fees from the Funds. If applicable, the management fee is prorated for partial periods. For certain Funds,
we have the right to waive or modify the management fee payable with respect to any investor. Please
refer to the Governing Documents applicable to each Fund for complete information.

We are also entitled to receive fee income, including investment banking fees, break-up fees or other
similar fees realized with respect to portfolio companies or proposed portfolio companies of the Funds
(“Transactional Fee Income”). Transactional Fee Income includes fees realized by us for services rendered
to any portfolio company as officer, employee, director or advisor, consultant or in any similar capacity

Merida Capital Holdings LLC                                                                  Form ADV Part 2A

including, without limitation, any management or financial advisory fees or other similar fees, which will
be allocated solely to us. We are also entitled to receive compensation for services to portfolio companies
of any type that are customarily provided by third parties (including, but not limited to, consulting fees)
but are instead being provided by the Funds, us and/or our affiliates (“Advisory Fees”). In addition to the
Advisory Fees, we, from time to time, charge management fees (“Additional Management Fees”) to the
Funds’ portfolio companies for advisory, management and/or consulting services (including, without
limitations, fees paid to advisory board members or directors of a portfolio company for serving in such
capacities). Transactional Fee Income, Advisory Fees and Additional Management Fees will not reduce or
offset any of the fees paid by the Funds to us, including our management fees, irrespective of whether
the Fund holds a position in the subject portfolio company.

We or the General Partners are entitled to receive performance-based allocations from the Funds, as
further described in Item 6 – Performance-Based Fees and Side-By-Side Management.

Our compensation schedule with respect to any future client account will be contained in the Governing
Documents relating to such account.

Expenses Generally

Each Fund will bear their own expenses in connection with its formation and organization, including out-
of-pocket external legal, accounting, printing, travel and filing fees and expenses, and other related
formation and organizational expenses of the Fund which, in certain cases, is subject to a cap. In addition,
each Fund will bear its own operating costs, which include (as applicable): (i) all management fees as set
forth in the Funds’ Governing Documents; (ii) all expenses incurred in connection with the ongoing offer
and sale of interests, including, but not limited to, printing of Governing Documents and any supplements
hereto (together with any exhibits), marketing expenses (including the cost of developing and distribution
of printed collateral, the cost of travel and lodging for in-person speaking and other presentations,
documentation of Fund investment performance, and the process of investigating and the admission of
new investors); (iii) all out-of-pocket costs of the administration of the Fund, including, without limitation:
(A) accounting, audit, legal and consulting fees and expenses; (B) costs of holding any meetings of
investors; (C) costs of any litigation, director and officer liability or other insurance obtained with respect
to any indemnitee and indemnification or extraordinary expense or liability relating to the affairs of the
Fund; (D) expenses associated with reporting and providing information to existing and prospective
investors; and (E) expenses associated with the maintenance of books and records of the Funds and the
preparation and dispatch to the investors of distributions, financial and tax reports, portfolio valuations,
tax returns and notices required pursuant to the Governing Documents; (iv) all general operating expenses
of the Funds, such as: (A) expenses and fees incurred in connection with the registration, qualification or
exemption of the Funds under any applicable laws and expenses related to the maintenance thereof; (B)
all expenses incurred in connection with the preparation of, and alterations and amendments to, the
Governing Documents or certificates; (C) all taxes, fees or other governmental charges levied against the
Funds and all expenses incurred in connection with any tax audit, investigation, settlement or review of
the Funds or their activities; (D) all principal, interest, fees, expenses and other amounts payable in respect
of or in connection with any borrowings or other financings by the Funds; (E) all expenses incurred in
connection with the collection of amounts due to the Funds from any person; (F) all expenses incurred in
connection with any litigation involving the Funds (including the cost of any investigation and preparation)
and the amount of any judgment or settlement paid in connection therewith; (G) all liabilities for
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Item 7.     Types of Clients

Investors in the Funds are generally high net worth individuals that qualify as “accredited investors” (as
defined in Rule 501 under the Securities Act of 1933, as amended), and, for certain of these clients, as
“qualified purchasers” (as defined under the Investment Company Act of 1940, as amended). The
minimum initial investment in the Funds range from $0 to $250,000. We have waived, and may in the
future waive, such minimum under certain circumstances.

If we determine to require a minimum investment for any future client accounts, we will make that
determination on a case-by-case basis.