Motive Capital Management LLC

Item 5:         Fees and Compensation
In general, MCM receives an asset-based management fee from each Fund that is payable
quarterly in advance, as further described in the applicable Fund Governing Documents.
Management fees are typically based on a percentage of a Fund’s total committed capital during
the Fund’s investment period and on a percentage of a Fund’s actively invested capital after the
investment period expires. The management fee for a calendar quarter is calculated as of the
last day of the immediately preceding calendar quarter, and is not adjusted upwards or
downwards to reflect changes in a Fund’s portfolio or the Fund’s investment status during the
applicable calendar quarter. However, if MCM’s advisory agreement with a Fund is terminated,
management fees will be charged on a pro rata basis through to the date of termination, and any
fees paid in advance but not earned will be refunded. The general partner of each Fund will
generally make capital calls to the Fund’s investors for the amount of MCM’s management fees
and pay the amounts received to MCM.

In addition to the management fees described above, the general partner of each Fund (or an
affiliate thereof) will typically be entitled to receive a carried interest allocation from the Fund after
certain performance hurdles, if applicable, have been met, as further described in the applicable
Fund Governing Documents. Such carried interest represents a portion of the Fund’s net
investment profits.

The management fees and carried interest are generally subject to waiver or reduction by the
general partner with respect to certain of a Fund’s limited partners in the general partner’s sole
discretion, as further described in the applicable Fund Governing Documents. MCM reserves the
right to exempt certain Funds and co-investment vehicles from payment of any management fee
or carried interest, including “friends and family funds” funds. Investors in such funds include
current and former MCM personnel, advisors and other persons associated with MCM, and other
persons in MCM’s network.

Motive Partners retains certain employees and consultants (including through Motive Create) to
provide specialized operational, advisory, due diligence, technology, development, technical
support and value creation planning (including the establishment, implementation and progress
assessment of transformation plans including objectives and periodic reviews of performance
against such objectives in certain key areas such as leadership, operations, technology
transformation, technology non-functionals (e.g. cyber, performance, penetration testing), market
extension, geographic expansion, sales and distribution, pricing strategy, resources, budgets,
benefits and operational efficiency) services and related specialized services to the Firm, the

Funds and their portfolio companies, and such persons may sell or license software or product
technology to a Fund or its portfolio companies. The Firm receives compensation in the form of
fees, earn outs and/or equity incentives from Funds and/or their portfolio companies in
consideration for these services (“Specialized Operational Services Compensation”). In general,
the individual employees and consultants providing such services will not directly receive such
Specialized Operational Services Compensation. Any such Specialized Operational Services
Compensation received by Motive Partners or its affiliates will not be subject to management fee
offsets and will therefore be an additional fee or expense borne by the applicable Funds or
portfolio companies.

In general, each Fund will bear all costs and expenses incurred in connection with the organization
of the Fund, including legal and accounting fees, printing costs, travel and other out-of-pocket
expenses, and all costs and expenses incurred in connection with the offering of interests in the
Fund (but generally excluding placement fees, if applicable) (“Organizational Expenses”), up to a
maximum amount specified in the applicable Fund Governing Documents. Organizational
Expenses in excess of this maximum amount, and placement fees (if applicable), will be paid by
the Fund but borne by MCM through an offset against the management fee payable by the Fund.

In addition, each Fund will generally be responsible for all expenses relating to its own operations
(“Partnership Expenses”), including, without limitation:

   (a)     the management fee;

   (b)     all out-of-pocket costs of the administration of such Fund, including administrative, tax
           and accounting, audit, legal, depositary, safekeeping and other professional fees and
           expenses, reasonable fees, costs and expenses of holding any meetings of partners
           (including meetings of the limited partner advisory committee) or with individual
           partners or any other conference or meeting (including via telephone, webcast or other
           video conference) with any limited partner(s) and any periodic meeting, conference
           and/or event involving the management of any portfolio company and/or other persons
           related to such Funds, a limited partner’s and/or a portfolio company’s operations (in
           each case, including any costs associated with venue, set-up, room and board, travel,
           accommodations, registration fees, dining, entertainment, gifts, and mementos,
           honorariums, events and speakers and other meeting or conference related costs) and
           any reimbursements related thereto (regardless of whether all of the individuals
           attending or otherwise participating in such meeting are limited partners), allocable
           total compensation (inclusive of bonus and benefits) of in-house attorneys,
           accountants, tax advisors, marketing specialists and other professionals based upon
           the percentage of such person’s documented business time allocated to portfolio
...

Item 7:        Types of Clients
At present, MCM’s only clients are the Funds. Investors in the Funds generally include U.S. and
non-U.S. corporations, endowments, estates, foundations and university endowments, banks or
thrift institutions, state or municipal government entities, government owned investment entities,
high-net worth individuals, corporate and state pension and profit-sharing plans, Taft-Hartley
plans, pooled investment vehicles and trusts, and include, directly or indirectly, principals,
employees or other affiliates of Motive Partners. Interests in the Funds are offered pursuant to
applicable exemptions from registration under the Securities Act of 1933, as amended (the
“Securities Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”). An
investor in the Funds generally must be an “accredited investor” within the meaning of Rule 501
of Regulation D under the Securities Act, a “qualified client,” as defined in Rule 205-3 under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”), and a “qualified purchaser”
as defined in Section 2(a)(51) of the 1940 Act.