Navigation Capital Partners Inc

Item 5. Fees and Compensation.

Navigation Capital receives a fee for managing the PE Fund from the PE Fund’s 98% limited
partner as further described in the PE Fund’s limited partnership agreement (the “Management
Fee”). The Management Fee is based on an agreed upon budget at the start of each year, reduced
by budgeted fees it expects to receive from portfolio companies held by the PE Fund. The
Management Fee is intended to result in fee revenue sufficient to fund the operations of the
management company. The Management Fee is paid at the start of the year directly to Navigation
Capital by the PE Fund’s 99% limited partner.

To the extent Navigation Capital or its affiliates provide and are compensated for any services not
covered by the Management Fee, such payments may be offset from the Management Fee, as
described in the PE Fund’s governing documents. In the event of a termination of the PE Fund’s
investment advisory agreement, the Management Fee will be prorated. Any paid but unearned
Management Fees will be promptly refunded to the PE Fund, and any fees due to Navigation

Capital from the PE Fund will be invoiced or deducted from the PE Fund’s account prior to
termination.

An affiliate of Navigation Capital is entitled to receive carried interest distributions from the PE
Fund. Some employees of Navigation Capital may also receive an incentive payment from the PE
Fund. Additional information related to such carried interest is set forth below under “Performance-
Based Fees and Side-By-Side Management” and “Brokerage Practices”.

With respect to the SPAC GP Fund, Navigation Capital and its affiliates are not entitled to receive
a management fee, but it is reimbursed for various operating and start-up costs incurred by
Navigation Capital’s SPAC Operations Group in connection with organizing the SPAC GP Fund
and the Main SPAC Fund and researching and conducting diligence on potential SPAC
investments. In addition, the SPAC GP fund reimburses the SPAC Operations Group for certain
administrative and operating costs associated with the operation of the SPAC Operations Group,
including, without limitation, payroll and employee benefits costs of staff assigned to the SPAC
Operations Group. Other expenses related to the operation and administration of the SPAC GP
fund are paid directly by the SPAC GP Fund. Under the terms of the SPAC GP fund’s governing
documents, up to 20% of the aggregate subscriptions to the SPAC GP Fund can be used to fund
start up and organizational expenses associated with the SPAC GP fund, the Main SPAC Fund and
the general partner entity thereof.

Certain affiliates or persons associated with the SPAC Operations Group are entitled to receive
carried interest distributions from the SPAC GP Fund. Additional information related to such
carried interest is set forth below under “Performance-Based Fees and Side-By-Side Management”

Item 7. Types of Clients
Navigation Capital and its affiliates currently provide investment advisory services to the Funds.
Investment advice is provided directly to the Funds and not individually to the investors in the
Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds may include high net worth individuals,
banks, thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations,
and other business entities.

The SPAC GP Fund is not accepting any new investors. The minimum investment in the Main
SPAC Fund is $10,000,000. However, the Main SPAC Fund may accept investments that are less
than such amount. The PE Fund is not accepting any new investors.