Novawave Capital LLC

Fees and Compensation
Detailed information regarding fees charged is provided in the Fund’s governing documents. The
general partner of the Fund shall generally be compensated on a quarterly basis for services rendered
during the term of the Fund by the payment, in advance, in cash to the general partner on the first
day of each fiscal quarter of a management fee. The management fee for each quarterly period shall
be an amount equal to the aggregate capital commitments of all limited partners as of the first day
of each such quarterly period multiplied by 0.625% (i.e., 2.5% on an annual basis), provided that
after the first day of the first full fiscal quarter following the expiration or termination of the
investment period, the quarterly management fee percentage shall be 0.4375% (i.e., 1.75% on an
annual basis). Management fees above 2% are higher than that normally charged in the industry.

The general partner also typically receives a carried interest (“Performance Compensation”) equal
to a percentage of 20% of all distributions made to the partners (after a return of capital actually
contributed).

NovaWave may provide services to certain co-investors, which may have management fee and
performance fee arrangements that are different than the co-investors.

In addition to a management fee and the carried interest, limited partners will bear indirectly the
fees and expenses charged to the Fund. Those fees and expenses will vary and are described in
greater detail in the Fund’s governing documents, but typically will include fees associated with

holding, purchase, sale, monitoring or exchange of Securities, taxes, brokerage fees or commissions,
legal and accounting fees, registration expenses, fees to government regulatory agencies, travel and
related expenses incurred in connection with portfolio companies or prospective portfolio
companies, expenses incurred in connection with the investigation, prosecution or defense of any
claims by or against the Fund, costs of independent appraisers, legal fees for investment-related
research, consulting fees relating to investments or proposed investments, taxes applicable to the
Partnership on account of its operations, fees incurred in connection with the maintenance of bank
or custodian accounts, and all expenses incurred in connection with the registration of the
Partnership’s Securities under applicable securities laws or regulations, the cost of liability and other
premiums for insurance protecting the Fund, the General Partner, the Managing Directors and the
Management Company and its employees and consultants from liability to third parties, out-of-
pocket costs associated with Partnership meetings (including the Partnership’s annual meeting) or
Advisory Committee matters, all out-of-pocket fees and expenses incurred by the Management
Company related to regulatory compliance in connection with the management of the Partnership,
all legal, accounting, audit, appraisal, advisory, bookkeeping, recordkeeping or professional
services fees and expenses relating to the Partnership and its activities, all fees and expenses relating
to outsourced finance, reporting, administration and accounting services, all costs and expenses
arising out of the Partnership’s indemnification obligation pursuant to this Agreement, all expenses
that are not normal operating expenses, and other expenses such as litigation, broken deal expenses,
and organizational expenses of the Fund, the General Partner and NovaWave Capital,. Investors
should review all fees charged by NovaWave Capital as outlined in the Fund’s governing documents
to fully understand the total amount of fees to be paid by the Fund and, indirectly, their limited
partners.

In certain circumstances, NovaWave may provide services to co-investors, which may have
negotiated lower/different arrangements with respect to management fees, performance
compensation and expense allocations, including establishing caps on expenses to be borne by such
co-investors.

Performance Based Fees and Side-by-Side Management
The general partner receives Performance Compensation from the Fund. This Performance
Compensation, as noted above in “Fees and Compensation”, equals a percentage of up to 20% of
partnership distributions (after a return of capital actually contributed).

The Adviser may face a conflict of interest to the extent that it manages a Fund for which it (or an
affiliate) receives a performance fee at the same time as it manages one or more other Funds for
which it receives no performance fee or a different level of performance fee. A performance fee
arrangement generally entitles an investment adviser to additional compensation based on the
performance of the Fund bearing the performance fee. The Adviser may have an incentive to favor
Funds or take increased investment risk on behalf of Funds for which it receives a larger
performance fee because it could receive greater compensation from such Funds. In addition, due
to the method of calculating the performance fees, such fees may be affected by factors within the
Adviser’s control (i.e., a performance fee is typically dependent, in part, on the unrealized value of
certain investments, which could provide an incentive for the Adviser to use higher valuations when
calculating the performance fee). The Adviser has put into place policies and procedures to mitigate
the risk of these conflicts of interest and at all times will seek to allocate trades and securities to the

Funds in a fair manner and which the performance fee is calculated, will be reported in conformity
with U.S. Generally Accepted Accounting Principles and generally requires the fair valuation of
investments.

Types of Clients
NovaWave Capital provides advisory services to a private investment fund and co-investors. The
Fund operates as a pooled investment vehicle that will not be registered or required to be registered
under the Securities Act of 1933 or the Investment Company Act of 1940, and is intended to provide
management expertise and other advantages to clients.

Subject to the discretion of NovaWave Capital to accept less, the minimum investment threshold is
$ 5 million.

NovaWave Capital may from time to time enter into letter agreements or other similar agreements
(collectively, “Side Letters”) with one or more investors or shareholders of a pooled investment
vehicle which provide such investor or shareholder(s) with additional and/or different rights
(including, without limitation, with respect to management fees, the performance allocations,
withdrawals, access to information, minimum investment amounts and liquidity terms) than such
shareholder(s) or investors have pursuant to general terms of such pooled investment vehicle.

Methods of Analysis, Investment Strategies and Risk of Loss
METHOD OF ANALYSIS

The Fund’s investment team conducts thorough and extensive due diligence on any company that
is reviewed for a potential investment, including risk assessment of the company and of its business
model;

   •   Legal Due Diligence: Review of the company’s legal filing, incorporation paperwork,
       commercial contracts, debt, and regulatory & compliance.
   •   Management Due Diligence: Review of the management team’s background and track
       record, sectoral expertise, and leadership qualifications.
   •   Technical Due Diligence: Review of the intellectual property, including products and
       services.
   •   Business Due Diligence: Analysis of the market and sector(s), go-to-market strategies, and
       business model; interviews with the management team, customers, and associated
       stakeholders.
   •   Financial Due Diligence: Review of the financials (priced rounds, indebtedness, financial
       projections, burn rate, valuation, revenue and pricing models, and key assumptions).

INVESTMENT MEMO

Once the due diligence is complete, the Fund’s investment team prepares an investment memo that
captures the key findings of the due diligence. The investment memo also typically includes Risk
Factors, Key Considerations, a SWOT analysis, and the recommended investment decision with
key investment terms.
Investment Committee Review
The due diligence findings and the investment memo are then presented to the Investment
Committee (IC) for review. The IC members assess the opportunity and decide on whether the
investment is warranted and on the terms that will protect the investors’ rights.

RISK FACTORS
Each investor considering an investment in the Fund (the “Investor”) should be aware that an
investment in the Fund involves a high degree of risk. There can be no assurance that the Fund’s
investment objectives will be achieved, or that the Investor will receive a return of its capital, and
therefore, the Investor should only invest in the Fund if such Investor is able to withstand a total
loss of its investment. In addition, there will be occasions when NOVAWAVE Fund I GP, LLC
(the “General Partner”) and its Affiliates may encounter potential conflicts of interest in connection
with the Fund. The following considerations, among others, should be carefully evaluated before
making an investment in the Fund. The following risks do not purport to be a complete explanation
of all of the risks involved in acquiring an Interest. Potential limited partners are urged to read the
entire subscription agreement and the partnership agreement before making a determination whether
to invest in the Fund. Prospective limited partners should also consult their own financial, tax and
legal advisors regarding the suitability of an investment in the Fund prior to subscribing for an
investment in the Fund. Any capitalized term used but not defined herein shall have the meaning
given to it in the partnership agreement.

OVERALL RISKS. Prospective limited partners are not to construe any communication from the Fund,
the General Partner, the Management Company, any of their respective managers, members, partners
or any other person or entity identified herein or any of their respective employees, affiliates or
representatives as providing assurances, whether express or implied, that the investment objectives
or strategy of the Fund will be realized, that any benefits or advantages to prospective limited
partners of an investment in the Fund suggested, implied or advocated will be available or
accomplished, or that any historical performance record of any of the entities or persons mentioned
herein will be repeated with respect to the Fund or will confer any benefits on the Fund or
prospective limited partners.

RISK INHERENT IN VENTURE CAPITAL INVESTMENTS. The types of investments that the Fund
anticipates making involve a high degree of risk. In general, financial and operating risks
confronting Portfolio Companies can be significant. While targeted returns should reflect the
perceived level of risk in any investment situation, there can be no assurance that the Fund will be
adequately compensated for risks taken. A loss of an Investor’s entire investment is possible. In
addition, the markets that such companies target are highly competitive and in many cases the
competition consists of larger companies with access to greater resources. The timing of profit
realization is highly uncertain. Losses are likely to occur early in the Fund’s term, while successes
often require a long maturation.

Early-stage and development-stage companies often experience unexpected problems in the areas
of product or service development, manufacturing, marketing, financing and general management,
which, in some cases, cannot be adequately solved. In addition, such companies may require
...