MiddleGround Management LP

Item 5 – Fees and Compensation

The specific manner in which MiddleGround charges fees for a Client is established in
the Governing Documents for such Client. MiddleGround and/or its affiliates generally
earn the following compensation from the Clients: (1) a management fee as set forth in
the applicable Governing Documents; and (2) performance-based compensation
calculated upon a specified percentage of the Client’s return on its invested capital.

The Management Fee is generally 2.0% of committed capital during the investment period
for the MiddleGround Partners funds, transitioning to 2.0% of invested capital after the
expiration of the applicable investment period. For the Mobility Opportunity Funds and co-
investment vehicles, the Management Fee is generally 1.0% of invested capital during
both the investment period and after the expiration of the investment period. Management
Fee rates typically decrease after each relevant vehicle's investment period expires. The
Management Fee for any partial period is calculated on a pro rata basis to reflect the
actual number of days during such payment period. MiddleGround may decrease, or
waive in whole or in part, the Management Fee for any investor in a Client ("Underlying
Investor"). The continuation vehicle does not pay a management fee with respect to its
Limited Partners, and MiddleGround reserves the right in its sole discretion to charge
management fees to any other continuation vehicles that could be formed in the future.

Organizational Fees and Expenses

As more fully detailed in the applicable Governing Documents, each Underlying Investor
is required to bear its pro rata share, based on its commitments, of third-party out-of-
pocket expenses incurred by the general partner (the “General Partner”) and its affiliates
in connection with the organization of a Client. Each Client, is generally subject to a
specified limit, is responsible for the organizational fees and expenses incurred in
connection with the creation, and the marketing and offering of interests in such Client,

including all legal, accounting and filing expenses, printing costs, travel and
accommodation expenses, and other related fees and expenses (the “Organizational
Expenses”).

Client Expenses

Except as may otherwise be expressly provided in the applicable Governing Documents,
each Client pays its Management Fee and is responsible for paying or reimbursing
MiddleGround and/or the General Partner (including any other entity serving in a similar
managing fiduciary capacity) of each Client directly for all out-of-pocket fund expenses
(the “Client Expenses”), which the General Partner of the applicable Client may decrease,
or waive in whole or in part, for any Underlying Investor.

Each Client is generally responsible for paying all of its operating, offering and
organizational costs (up to certain limits specified in the applicable Governing
Documents), including, without limitation, expenses incurred in connection with the
sourcing, evaluation, acquisition, financing, holding, monitoring, hedging or disposition of
Fund investments (including Fund investments that are not consummated), including
private placement fees, sales commissions, appraisal fees, brokerage fees, underwriting
commissions and discounts, travel expenses, and legal, accounting, investment banking,
consulting, information services, and professional fees; (ii) fees and expenses incurred in
connection with the carrying or management of the Fund investments, including
administrative, custodial, trustee, recordkeeping, and other similar fees; (iii) expenses
incurred in connection with the Fund’s financial statements, tax returns, Schedules K-1,
consents and other communications with Partners; (iv) attorneys’ and accountants’ fees
and disbursements (including any additional third-party tax preparation expenses); (v)
taxes and other governmental charges levied against the Fund (other than Investor-
Related Taxes); (vi) fees and expenses incurred in connection with any tax audit by any
taxing authority (including any related administrative settlement and judicial review) and
compliance with any tax or financial account reporting regime (including FATCA (as
defined below) and any similar law, intergovernmental agreement or other legal or
administrative requirement promulgated or agreed to by any jurisdiction, including the
Standard for Automatic Exchange of Financial Account Information (Common Reporting
Standard) of the Organization for Economic Co-operation and Development), (vii)
insurance, regulatory compliance, or litigation expenses and damages, including ongoing
compliance, regulatory expenses of the General Partner and the Management Company
and indemnification expenses (but excluding any costs and expenses incurred by the
Delaware General Partner and/or the Management Company in connection with their
ongoing regulatory and compliance obligations under the U.S. Investment Advisers Act
of 1940, as amended (together with the regulations promulgated thereunder, the
“Advisers Act”)); (viii) expenses incurred in connection with the winding-up or liquidation
of the Fund; (ix) expenses relating to defaults by Partners in the payment of any capital

contributions; (x) expenses incurred in connection with any restructuring or amendments
to the constituent documents of the Fund and related entities, including the General
Partner and the Management Company; (xi) expenses incurred in connection with the
formation of alternative investment vehicles; (xii) “broken-deal” expenses, including legal
and other advisory fees (and including, without limitation, broken-deal expenses in
respect of co-investors’ proportionate share of the applicable unconsummated
investment; provided that the General Partner shall use reasonable efforts to seek for
prospective co-investors to agree to bear their applicable proportionate shares of such
...

Item 7 – Types of Clients

MiddleGround provides discretionary investment management services to the Clients
described in Item 4, which include the MiddleGround Funds, co-investment vehicles for
specific investments, and a continuation vehicle. Each Client is, and MiddleGround
anticipates that future Clients will be, exempt from registration under the Investment
Company Act of 1940, as amended (the "Act"). As previously noted in Item 4,
MiddleGround may in the future establish and/or advise additional funds, co-investment
vehicles, continuation vehicles, and/or other investment accounts.

The anticipated minimum subscription amount for an Underlying Investor in a Client is
$1,000,000. The General Partner, an affiliate of MiddleGround, may waive the minimum
subscription amount requirement at its sole discretion.

MiddleGround may also manage co-investment vehicles (on behalf of certain Underlying
Investors) that invest alongside other Clients in specific portfolio companies.

Underlying Investors in Clients are expected to consist primarily of family offices, high net
worth individuals, and institutions. Such Underlying Investors must meet the requirements
for an "accredited investor" under the Securities Act of 1933, as amended (the "1933 Act")
and a "qualified client" under the Advisers Act.