Nexa Equity LLC

Item 5         Fees and Compensation
Nexa Equity, the General Partners, and/or their respective affiliates will receive compensation in
the form of management fees, carried interest distributions, and certain other fees related to
monitoring portfolio investments and transaction fees (including, without limitation, such as
director fees, financial consulting fees, or advisory fees, breakup or topping fees). In addition, the
Fund will be charged for certain expense reimbursements. A description of fees and expenses
charged to the Funds are further described in the respective Fund Offering Documents and in the
paragraphs included below.

Except as otherwise agreed, the General Partners and certain Limited Partners who are affiliates,
employees or other designees of the General Partners (including certain members of the Operations
Group) will not be subject to carried interest or the Management Fee. The “Operations Group”
collectively includes a group of professionals including “Operating Partners” that provide services
to the portfolio companies including serving on the board of directors or other governing body at
the portfolio companies. The use of the Operating Group and Operating Partners subject the General
Partners to potential conflicts of interest, as discussed under the “Conflicts of Interest,” section
below.

Management Fees

Commencing on the Effective Date and during the Investment Period, the Funds, with the exception
of Co-Investment Vehicles, will pay Nexa Equity (or an affiliate thereof) an annual management
fee (the “Management Fee”), payable quarterly in advance, equal to 2% of aggregate commitments
held by partners not designated as “affiliated partners” by the General Partner. Commencing with
the first Management Fee due date after the expiration of the investment period or earlier upon the
occurrence of certain events as set forth in the Partnership Agreement and through the final
distribution of the respective Fund’s assets (the “Stepdown Date”), the Management Fee will equal
2% of (i) the aggregate investment contributions made (or payable to the Fund pursuant to any
outstanding capital call notice or capital call notice that the General Partner intends to issue to repay
indebtedness incurred pursuant to the Partnership Agreement), less (ii) the aggregate amount of
investment contributions with respect to the portion of each investment that has been disposed of or
completely written-off, in each case, with respect to partners not designated as “affiliated partners”;
provided that investments in a portfolio company will be treated as having been disposed of or
completely written-off only to the extent that, as of the date of any such disposition or write-off for
U.S. federal income tax purposes, the aggregate fair market value of all remaining Fund’s
investments in such portfolio company is less than the Fund’s aggregate investment contributions
made with respect to such portfolio company. The Management Fee may be reduced pursuant to a
formula specified in the Partnership Agreement, and a corresponding portion of the respective
General Partner’s commitment may be structured as a profits interest.

The Management Fee will commence as of the effective date based on aggregate commitments,
regardless of when a Limited Partner is actually admitted. Limited Partners participating in a
subsequent closing after the initial closing date will be assessed Management Fees retroactive to the
effective date as if such Limited Partner was admitted for its full commitment on the effective Date
and, in addition, will be charged an amount equal to the product of (a) 8% per annum multiplied by
(b) the amount of such assessed Management Fees, calculated from the date such Management Fee
payments would have been due if such Limited Partner were admitted for its full commitment on
the initial closing date. Any such amounts will be paid to the Management Company or an affiliate
thereof. The Management Fee will be paid out of current income and investment proceeds of the
respective Fund and/or, in the General Partner’s discretion, from drawdowns that will reduce
unfunded commitments.

As is generally the case in private equity funds, the Fund Offering Documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Fund Offering Documents, from the

effective date of the relevant Fund until the Stepdown Date, Management Fees generally will be
charged based on a formula tied to the amount of the relevant Fund’s aggregate Commitments.
Further, after the Stepdown Date, Management Fees generally will be charged and calculated based
on a formula tied to the amount of investment contributions (including, where applicable, a Fund
borrowing component (including interest expenses) and the amount of any capitalized Transaction
Fees (as defined below) or expenses made by the relevant Fund relating to the Fund’s investments
that have not been realized or completely written off for U.S. federal income tax purposes (such
investments, “Impaired Value Investments”). Due to differences in the criteria set forth in their
respective Fund Offering Documents, in the event where more than one Fund participates in an
investment, there is the possibility that an investment will become an Impaired Value Investment
for purposes of one Fund’s Fund Offering Documents but not those of one or more other Funds.

Under the Fund Offering Documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date Management
Fees will not be calculated based upon such appreciated value, and will instead continue to be
calculated based on the amount of applicable investment contributions. Conversely, the Fund
Offering Documents do not require Management Fees to be reduced or refunded following the
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Item 7         Types of Clients
Nexa Equity provides discretionary investment management services to pooled investment vehicles,
and references throughout this Brochure to “clients” and to Nexa Equity’s related duties to and
practices on behalf of its clients and/or investors should be construed accordingly. Nexa Equity
does not provide specific investment advice with regard to the investors within a Fund. The Funds
generally include investment partnerships or other investment entities formed under U.S. or non-
U.S. laws and operated as exempt investment pools under the Investment Company Act of 1940, as
amended (the “Investment Company Act”).
The minimum commitment to the Fund by any investor will be $5 million, although the General
Partners reserve the right to accept commitments of lesser amounts in its sole and absolute
discretion.
The General Partners only intend to offer and sell interests to a limited number of persons that are
(i) “accredited investors,” as that term is defined in Regulation D promulgated under the U.S.
Securities Act of 1933, as amended, (ii) “qualified clients,” as that term is defined under the U.S.
Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder
(the “Advisers Act”), and (iii) in the case of the Main Funds and the Blocker Funds, unless waived
in the discretion of the General Partner, “qualified purchasers,” as that term is defined under the
Investment Company Act, as amended, and the rules and regulations promulgated thereunder.

Side Letters

Nexa Equity and/or its affiliates reserve the right to enter into one or more Side Letters or other
similar agreements with certain Limited Partners in connection with such Limited Partners’
admission to the Funds without the approval of any other Limited Partner, which would have the
effect of establishing differential or preferential rights or terms under, altering or supplementing the
terms (including economic terms) of, or confirming the interpretation of an applicable Fund
documents (including the Partnership Agreement and any related subscription agreement) with
respect to such Limited Partner in a manner more favorable to such Limited Partner than those
applicable to other Limited Partners, and such rights may be significant. Such rights, terms or
confirmations in any such Side Letter or other similar agreement may include, without limitation,
(i) excuse, exclusion or withdrawal rights applicable to particular investments or Limited Partners
(which may increase the percentage interest of other Limited Partners in, and contribution
obligations of other Limited Partners with respect to, certain investments); (ii) reporting obligations
of the General Partners; (iii) waiver of certain confidentiality obligations; (iv) consent of the General
Partners to certain transfers by such Limited Partner; (v) priority co-invest rights or targeted co-
investment amounts; (vi) different fee structures (included discounted or rebated compensation
terms); or (vii) rights or terms necessary in light of particular legal, regulatory or public policy
characteristics of such Limited Partner. Side Letters may also relate to strategic relationships under
which a Limited Partner agrees to make capital commitments to multiple Nexa Equity-advised
funds. Except where required by the Partnership Agreement, other Limited Partners will not receive
copies of Side Letters or related provisions, and as a general matter, the other Limited Partners have
no recourse against the General Partners, the Funds or any of their affiliates in the event that certain
Limited Partners have received additional and/or different rights and/or terms as a result of such
Side Letters.

Nexa Equity is likely to have its own economic and/or other business incentives to provide certain
terms to certain Limited Partners (e.g., based on commitment amount to a Fund or the timing
thereof, the ability of a Limited Partner to provide sourcing or other services to Nexa Equity, its
affiliates and personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate
relationships that have the potential to provide longer-term benefits to Nexa Equity, its affiliates
and personnel, or the Funds. Side Letters subject Nexa Equity to potential conflicts of interest,
including in circumstances where an investor’s right to serve on the relevant Fund’s advisory
committee results in the investor receiving additional information relative to other investors. To
the extent an investor is subject to statutory or other limitations on indemnification, or otherwise
negotiates rights relating thereto, other investors may be subject to increased losses, or be required
to bear an increased portion of indemnification amounts. As a consequence of one or more Limited
Partners being excused or excluded, or from regulatory, tax or other factors altering or limiting
their participation in investments, the aggregate returns realized by participating or non-
participating Limited Partners could be adversely affected in a material manner by the unfavorable
performance of particular investments. Although Nexa Equity believes it to be unlikely, excuse
rights requested or received by one or more Limited Partners (or such regulatory, tax or other
factors applicable to such Limited Partners) representing a substantial percentage of a Fund have
the potential to create significant variations in Limited Partner investment returns, or to influence
or affect the investment strategy and pursuit of investment opportunities by the General Partner on
behalf of the relevant Fund as a whole. A Limited Partner’s voting rights for regulatory or other

reasons can be limited in circumstances specified in the Fund Offering Documents; conversely, a
limitation on one or more Limited Partners’ voting rights generally will increase the voting rights
percentage of other Limited Partners in the relevant Fund. Further, Limited Partners with different
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