Oaktop Capital Management II LP

Item 5, “Fees and Compensation”), and expenses of such Fund. This will result in greater
expense and less potential for return on investment than if such fees were not charged or
such expenses incurred. Similarly, investors may pay Carried Interest to a
Fund’s General Partner in connection with an investment.

• Future Legislative and Regulatory Actions: New laws and regulations, changing
regulatory schemes, and the burdens of regulatory compliance with respect to the Funds,

Oaktop, or any related entity may have a material negative impact on the performance of
the Funds and portfolio companies. Such legislation and regulations may, directly or
indirectly, (i) require Oaktop to provide reports and other disclosure to investors,
counterparties, creditors, and regulators, (ii) cause Oaktop to alter its management of the
Funds, including for the purposes of avoiding increased regulatory burdens, (iii) limit the
types and structures of the investments available to the Funds including limitations on the
use of leverage, or (iv) otherwise change or restrict the operations of the Funds.

• Funds Not Registered: The Funds are not registered under the Investment Company
Act or any other U.S. federal or state securities laws or the laws of any other jurisdiction.
The Investment Company Act provides certain protections to investors and imposes
certain restrictions on registered investment companies, which will not be applicable to
the Funds.

• Cybersecurity Risk: The Funds and their service providers may be subject to operational
and information security risks resulting from cybersecurity attacks. Cybersecurity attacks
include theft or corruption of data maintained online or digitally, denial of service attacks on
websites, the unauthorized release of confidential information, or various other forms of
cybersecurity breaches. Cybersecurity attacks affecting the Funds or their service providers
may adversely impact the Funds. For instance, cybersecurity attacks may interfere with the
processing or execution of Fund transactions, cause the release of confidential information,
including private information about limited partners, subject the Funds or the Adviser to
regulatory fines or financial losses, or cause reputational damage. Similar types of
cybersecurity risks are also present for issuers of securities in which the Funds may invest.
These risks could result in material adverse consequences for such issuers and may cause the
Funds’ investments in such issuers to lose value.

• Pandemic Outbreaks: Disease outbreaks that affect local economies or the global
economy may materially and adversely impact our investment portfolios and/or our
business. These types of outbreaks have the potential to cause severe decreases in core
business activities such as manufacturing, purchasing, tourism, business conferences and
workplace participation, among others. These disruptions also have the potential to lead to
instability in the marketplace, including market losses and overall volatility. In the face of
such instability, governments may take extreme and unpredictable measures to combat the
spread of disease and mitigate the resulting market disruptions and losses. In the event of
a pandemic or an outbreak, there can be no assurance that we or our service providers will
be able to maintain normal business operations for an extended period of time or will be
able to retain the services of key personnel on a temporary or long-term basis due to
illness or other reasons. The full impact of a pandemic or disease outbreak is unknown,
which could result in a high degree of uncertainty for potentially extended periods of
time.

Item 7: Types of Clients

Oaktop provides investment management services exclusively to pooled investment
vehicles.

The minimum investment in the Funds is $500,000, subject to waiver at the discretion
of the General Partner.

Interests in the Funds are offered on a private placement basis, and generally will be
open to investment only by persons that are “qualified purchasers" or “accredited
investors" within the meaning of Regulation D of the Securities Act, and "qualified
clients" as defined in the Investment Advisers Act of 1940, as amended.