Missionpoint Partners LLC

Item 5: Fees and Compensation

Management Fees
The Funds pay MP an annual management fee (the “Management Fee”) in accordance with each
such Fund’s Fund Agreement and/or Management Agreement, as negotiated collectively with the
investors of each such Fund. The Management Fee is generally payable to MP in quarterly
installments in advance, and will be calculated with respect to (and may be drawn down from)
each Limited Partner in accordance with the respective Fund’s Fund Agreement and/or
Management Agreement.

The Funds are generally charged a Management Fee of up to 2% per annum of each Limited
Partner’s aggregate capital commitment to such Fund during its investment period. And generally
up to 1.25% per year based upon unreturned capital contributions to the Fund thereafter. The Fund
Agreements generally permit MP to, in its discretion, waive all or a portion of the Management
Fees and Carried Interest (typically for employees and, perhaps, other affiliates of MP), and the
recipients of such waivers may achieve higher returns as a result.

Generally, Limited Partners joining a Fund after its initial closing contribute their allocable share
of the Management Fee that otherwise would have been payable had all Limited Partners been
admitted at the initial closing, plus additional amounts (“Additional Amount”) thereon at the prime
rate plus 2% from the date such Management Fees would have been paid. Such Additional
Amounts are distributed to the Limited Partners who joined the Fund at the initial closing.

Generally, each Limited Partner’s share of the Management Fee (other than any Additional
Amounts) will reduce its unfunded capital commitments to the Fund.

Generally, the Management Fee payable by each Fund is subject to 100% offset by the aggregate
amount of any fees (net of any related expenses) received by MP, the General Partner, the
Managing Member or any of their affiliates from Portfolio Investments or potential portfolio
investments, including directors fees, management fees, advisory fees, consulting fees, monitoring
fees, brokers' and finders' fees, transaction fees, investment banking fees and net break-up fees and
litigation payments, if any, from broken deals (collectively, "Transaction Fees"). The Transaction
Fees shall be applied to reduce the amount of future Management Fees.

Separately managed accounts pay fees agreed upon and individually negotiated between the client
and the Adviser; the Adviser does not have a general fee schedule. In general, the separately
managed accounts are invoiced quarterly in advance. Separately managed accounts may

separately incur brokers’ fees and transaction fees when executing the Adviser’s investment
recommendations.

Carried Interest Allocations
Carried interest is a share of the net profits realized on the disposition of investments, together
with current income generated by such investments that is paid to each Fund’s General Partner as
an incentive for them to maximize the performance of such Fund. The Funds are generally subject
to a carried interest of up to 20% of profits derived from investments, including their disposition,
after Limited Partners receive a preferred return of up to 8% per annum. The Funds’ General
Partners are also subject to a clawback pursuant to the terms of each Fund Agreement, which
requires that the General Partner return, at the termination of the relevant Fund, any carried interest
paid to it in excess of the amount that it is entitled to receive. Notwithstanding the foregoing, the
General Partners’ receipt of carried interest may create an incentive for them to make investments
on behalf of the Funds that are riskier or more speculative than would be the case in the absence
of such carried interest.

Allocation of Fees and Expenses.
Each Limited Partner will be responsible for its pro rata share of the organizational expenses of
the respective Fund.

Each Limited Partner will be solely responsible for its own legal and tax counsel expenses and any
out-of-pocket expenses incurred in connection with the organization of, its admission to, or the
maintenance of its Interest in, the Fund.

MP will be responsible for all of its own normal day-to-day operating expenses, such as
compensation of its professional staff and the cost of office space, office equipment,
communications, utilities and other such normal overhead expenses. Each Fund will be responsible
for its allocable expenses including, but not limited to, the following:

(i)     All expenses incurred in connection with Fund operations, including the purchase, holding,
        sale or proposed sale of any Fund investments (including legal and accounting fees unless
        paid for by the portfolio company which is the subject of the investment);

(ii)    Costs and fees relating to the preparation of financial and tax reports, portfolio valuations
        and tax returns of the Fund;

(iii)   The costs of prosecuting or defending any legal action for or against the Fund, the General
        Partner, MP, or their affiliates;

(iv)    All costs related to the Fund's indemnification of the General Partner, MP, the Sponsors,
        their affiliates and the members of the Investment Committee and the Advisory Committee
        (See Performance Based Fees and Side-by-Side Management section below);

(v)     Interest on and fees and expenses arising out of all permitted borrowings made by the
        Fund;

(vi)     The costs of any litigation, director and officer liability or other insurance and
         indemnification or extraordinary expense or liability relating to the affairs of the Fund;

(vii)    All unreimbursed out-of-pocket costs relating to investment transactions that are not
         consummated, including legal, accounting and consulting fees, and all extraordinary
         professional fees incurred in connection with the business or management of the Fund;

(viii)   All expenses of liquidating the Fund;
...

Item 7: Types of Clients

MP provides discretionary investment advisory services to the Funds and high net worth and
family office separately managed accounts.

Investors in the Funds consist primarily of high net worth individuals and related trusts, pooled
investment vehicles (e.g. funds of funds), LLCs, corporations, and school trusts. The minimum
commitment for a Limited Partner of a MP Fund is outlined in the applicable Private Placement
Memorandum and or Fund Agreements; however, MP maintains discretion to accept less than the
minimum investment threshold.

Investors are required to meet certain suitability qualifications, such as being an “accredited
investor” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act and
being a “qualified client” as defined in Rule 205-3 under the Advisers Act.

Co-Investment
Where appropriate, MP may provide certain investors in a Fund or third parties the opportunity to
co-invest through a Co-Invest Fund organized by MP in specific Portfolio Investments that may
or may not also be held by a Fund, taking into account the applicable Fund’s investment
limitations, the size of the investment opportunity and the demand among potential co-investors.

MP may arrange for the organization of a new limited partnership or other type of entity to serve
as a co-investment entity. MP will allocate the available investment among any applicable Fund,
the Co-Invest Fund and any other third parties as it may in its sole discretion determine.

Alternative Investment Vehicles
Alternative investment vehicles may be used whenever the General Partner of a Fund determines
in good faith that for legal, tax, regulatory or other reasons it is in the best interests of any or all of
its Limited Partners that all or any portion of a particular investment be made through an
investment structure outside of such Fund. Participants in such investments are generally required
to make all or a portion of their investments through such alternative investment vehicle, which
invests on a parallel basis with or in lieu of the applicable Fund, and are required to make capital
contributions directly to each such alternative investment vehicle to the same extent, for the same
purposes and on the same terms and conditions as Limited Partners are typically required to make
capital contributions to such Fund. Each such Limited Partner has the same economic interest in
all material respects in the investment made through an alternative investment vehicle as such
Limited Partners would have if such investment had been made solely by the applicable Fund, and
the other terms of such alternative investment vehicle are generally substantially identical in all
material respects to those of such Fund, to the extent applicable.