Morgenthaler Management Corporation

Item	5	–	Fees	and	Compensation

Morgenthaler and its related persons receive fees as outlined below and as described in the relevant Fund Documents.

Management Fee

Morgenthaler Partners VII, L.P. does not pay management fees, as of 2014.

As of December 2023, the Limited Partners of Morgenthaler Partners VIII, L.P. (MP VIII) and Morgenthaler
Venture Partners IX, L.P. (MVP IX) approved an amendment to revise the management fee payable to MP VIII and
MVP IX. According to the amendment, the General Partner is required to propose an annual budget for review and
approval by the majority of Limited Partner Advisory Committee (LPAC). The LPAC has approved the budget for
2023.

Carried Interest

The General Partners are allocated a carried interest distribution based on cash generated from the sale of Client Fund
portfolio investments. The carried interest distribution will generally be an amount equal to 20% of the profits from
each portfolio investment made by a Client Fund after the return of invested capital to the applicable Client Fund
investors. Carried interest allocations are subject to a clawback based on the aggregate performance of all portfolio
investments of such Client Fund. Carried interest distributions are generally allocated to the applicable General
Partner’s capital account based on cash generated from the sale of a Client Fund portfolio investment. All
performance-based fees (carried interest) payable to the Client Fund’s General Partner and related persons in
connection with all private equity funds sponsored by Morgenthaler or its related persons will be affected consistent
with the requirements of Section 205 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 205-3.

Fee Waivers/Reductions

In accordance with the Fund Documents, in their sole discretion, the General Partners have in certain circumstances
elected to waive all or part of the management fee that it is otherwise payable pursuant to the terms of the Fund
Documents (including the General Partner’s ability to elect to fund a portion of its capital contributions by waiving a
portion of the management fee).

Other Fees

The General Partners or related persons receive certain other fees from persons other than the Client Funds in
connection with their respective investment activities. For example, transaction, monitoring, advisory, director’s,
break-up or other similar fees (“Fee Income”) may be payable to the General Partners and their related persons by a
portfolio company or prospective portfolio company or other third parties in connection with the acquisition, holding
or refinancing of, or add-on acquisition related to, these entities. All of the Fee Income received by the General
Partners, or their related persons is treated as an offset, net of direct expenses, against the management fees next
payable. Offsets are carried forward if necessary.

Indemnification

The Client Funds are generally obligated to indemnify MMC, their respective General Partners and their affiliates and
personnel under certain circumstances; provided, however, that investors will not be responsible for any amounts
beyond the amount of any uncalled capital commitment plus, in the case of Client Fund VIII and Client Fund IX, the
lesser of either the distributions made to such investor in the prior two years or 25% of an investor’s capital
commitment.

Reserves

The General Partners may, in their discretion, retain any amount (which would otherwise be distributed to the investors
in accordance with the Fund Documents) which it deems prudent as reserves to meet future Client Funds expenses or
liabilities.

Fund Expenses

The General Partners are responsible for all usual overhead expenses of managing the Client Funds, including
compensation for MMC’s employees, plus the cost of adequate office space and utilities.

The Client Funds bear their organizational costs (generally including the out-of-pocket expenses of the respective
General Partner, MMC and their agents) up to an amount specified in the Fund Documents. Organizational expenses
in excess of that amount generally will be paid by the respective General Partner.

Expenses that are attributable to MMC and one or more Clients will be allocated in a manner that is demonstrably fair
and that is consistent with disclosures to all affected Clients. The CFO is responsible for establishing such allocation
methodologies.

The Client Funds pay all expenses related to their operations that are not reimbursed by portfolio companies including:

        fees, costs and expenses related to the purchase and sale of investments;

        fees and expenses of counsel and accountants;

        any costs and expense incurred in connection with unconsummated transactions including fees and expenses
         of deal-specific outside professional services such as brokers, engineers, agents and other experts in an
         amount up to $50,000 per year;

        advisory committee expenses;

        any taxes levied against the applicable Client Fund;

        insurance; and

        litigation costs.

Directors’ Fees

Typically, some partners of Morgenthaler (“Partners”) become board members of the portfolio companies invested in
by the Clients Funds. Although rare, directors’ fees for such services have in the past and may in the future be paid
either in cash or as a director stock option to such Partners or the General Partners of the Client Funds that invest in
such portfolio companies. The management fee charged by the Client Funds is reduced by a portion of such directors’
fees as discussed in more detail above under the “Management Fee” section in this Item 5.

Item	7	–	Types	of	Clients

As noted in Item 4 above, Morgenthaler provides discretionary investment advisory and management services to the
Client Funds (which are organized as U.S. limited partnerships). Interests in the Client Funds and the Client Funds
themselves are not registered under the U.S. Securities Act of 1933, as amended or the U.S. Investment Company Act
of 1940, as amended (“Investment Company Act”), respectively. Accordingly, interests in the Client Funds are offered
exclusively to investors satisfying the applicable eligibility and suitability requirements either in private placement
transactions within the United States or in offshore transactions, and the Client Funds are excepted from the definition
of an “investment company” under Section 3(c)(7) of the 1940 Act.

Investors in the Client Funds are required to complete and submit a subscription agreement binding them to the terms
of the relevant Client Fund’s respective Fund Documents. Client Funds VII - IX generally have a minimum capital
commitment requirement of either $5,000,000 or $10,000,000, which is subject to reduction or waiver at the discretion
of the General Partner of each respective Client Fund and in accordance with each Client Fund’s Fund Documents.

Investors in the Client Funds are “accredited investors” within the meaning of Rule 501(a) under the Securities Act of
1933 or “qualified purchasers” within the meaning of Section 2(a)(51) under the Investment Company Act.