OCA Ventures LLC

FEES AND COMPENSATION

The Funds will pay OCA a quarterly management fee and allocate to the General Partner a performance-
based carried interest of an agreed upon amount, which are described in greater detail in the Funds’
governing documents. The amount such compensation was agreed upon by the Funds, OCA and the
General Partner, and is set out in the investment management agreement between the Funds and OCA (in
the case of OCA’s management fee) and in the Funds’ governing documents (in the case of the General
Partner’s carried interest).

For management of the Funds, OCA generally will be entitled to receive a quarterly management fee,
payable in advance and equal to two percent (0.25%) quarterly of the sum of the aggregate commitments
of each Fund’s investors (other than certain affiliated partners, as determined by the General Partner), until
the earlier of (i) the date when all of the capital commitments of the Funds’ limited partners (other than
certain affiliated partners, as determined by the General Partner) have been invested in Portfolio Companies
or used to pay Fund expenses, and (ii) the seventh anniversary of the Funds’ effective date (or earlier upon
the occurrence of certain events described in the Funds’ governing documents). Thereafter, OCA generally
will be entitled to receive a quarterly management fee, payable in advance, equal to one and one-half percent
(0.25%) quarterly of the aggregate commitments of the Funds’ investors (other than certain affiliated
partners, as determined by the General Partner). The General Partner may, in its sole discretion, designate
certain partners in the Funds as affiliated partners that may be exempted from all or some portion of the
management fee.

To the extent OCA or any of its affiliates earns any other fees from Portfolio Companies, such fees will
generally be applied to reduce the subsequent installments of the management fee, subject to reimbursement
first of OCA or its affiliates for any balance of unreimbursed Fund expenses paid by OCA or its affiliates.

Management fees are paid by capital contributions from investors to the Funds pursuant to draw down
notices delivered by the General Partner out of the total amount of capital an investor agrees to contribute
to the Funds (i.e., an investor’s “capital commitment”) or are paid out of cash that is otherwise distributable
to the investors in the Funds, including cash held by the Funds after the disposition of a portfolio investment
and before the proceeds are distributed to investors (i.e., deducted from the assets of the Fund).
Management fees may also be paid out of cash reserves of the Funds.

The General Partner is also entitled to performance-based compensation from the Funds, as described in
“Performance-Based Fees and Side-by-Side Management” below.

Investors and prospective investors should carefully review the governing documents of the Funds
for further information about the fees charged to investors. Such documents are available only to
current investors or prospective investors who are eligible to invest in such entities, as determined in
the sole discretion of OCA.

Transaction Fees and Compensation. In connection with the investments made by the Funds and the co-
investors, various transaction fees are expected to be paid to the General Partner or one or more of its
affiliates by Portfolio Companies or other third parties. Subject to the terms of the applicable transaction,
such fees may include (i) directors’ fees, financial consulting fees or advisory fees paid to the General
Partner by a Portfolio Company with respect to any investment in such Portfolio Company; (ii) any
transaction fees paid to the General Partner by a Portfolio Company with respect to any investment in such
Portfolio Company; and (iii) break-up fees with respect to Funds transactions not completed that are paid
to the General Partner by any proposed Portfolio Company. The receipt of fees and other compensation by
the General Partner and its affiliates in connection with investments made by OCA’s clients creates a
potential conflict of interest, as it could be seen as providing an incentive for OCA to cause its clients to
make investments they would not otherwise make, or for structuring investments for the purpose of helping
the General Partner and/or its affiliates obtain fee compensation at the expense of the deal terms accorded
to OCA’s clients. To mitigate this potential conflict of interest, OCA and its affiliates will (with limited
exceptions) apply any such fees or other compensation that they may receive to offset any management
fees payable by the Funds to OCA, as further described in the Funds’ governing documents.

Other Fees and Expenses. From the management fee, the Management Company shall bear the following
normal overhead and administrative expenses incurred by the Management Company or its Affiliates in
connection with the management of the Partnership: (i) salaries and wages of the employees of the
Partnership, the General Partner, the Management Company and their respective Affiliates; (ii) rents
payable for space used by the Management Company or the Partnership; (iii) expenditures for equipment
and software used by the Management Company or the Partnership; (iv) travel and entertainment expenses
not incurred in connection with the formation and organization of the Partnership, the General Partner, the
Management Company, the Parallel Funds and their respective Affiliates; (v) costs of general industry
research conducted by employees of the Management Company or independent consultants; and (vi) costs
of complying with the Advisers Act and other regulatory requirements applicable to the General Partner or
Management Company in their capacity as advisers to the Partnership. The Partnership shall bear all costs
and expenses incurred by the Partnership, the General Partner, the Management Company and their
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TYPES OF CLIENTS

OCA provides investment advice exclusively to the Funds. OCA and its affiliates have entered into separate
agreements, commonly referred to as “side letters,” with certain investors, which have the effect of
establishing rights under, altering, or supplementing the terms (including the economic terms) of the
governing documents of the Funds, in a manner more favorable to such investor than those applicable to
other investors in the Funds. Such rights or terms pursuant to such agreements may include, without
limitation, reduced fees, access to additional information, more favorable liquidity terms and rights to co-
investment opportunities, or other rights or terms deemed necessary in light of particular legal, regulatory
or tax characteristics of an investor.

Interests in the Funds are offered privately to a limited number of sophisticated investors, including
institutional investors (for example, public and private pension funds, governmental plans, insurance
companies, banks, and funds of private equity funds, etc.) and other investors who qualify to invest in the
Funds because they have a sufficiently high income or net worth (for example, entities with at least $25
million in investments). The General Partner generally imposes a minimum capital commitment of
$1,000,000 in connection with investing in the Funds although such minimum may be waived in the
discretion of the General Partner.

OCA may, in its sole discretion, provide or commit to provide opportunities to co-invest alongside the
Funds to one or more limited partners in the Funds and/or other persons, in each case on terms to be
determined by the General Partner in its sole discretion. It is anticipated that such co-investors will also
primarily consist of sophisticated investors of the type described above.

OCA will be under no obligation to provide co-investment opportunities and may offer a co-investment
opportunity to one or more categories of co-investors without offering such opportunity to other categories.
Co-investments will generally be made, at the investment level, on economic terms substantially no more
favorable to co-investors than those on which the Funds invest and any such co-investment generally will
be sold or otherwise disposed of at substantially the same time (and in the case of a partial disposition, in
substantially the same proportion) as the Funds’ disposition of its interest in such investment and on
economic terms at the investment level substantially no more favorable to such co-investors than to the
Funds.

         METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

OCA’s investment program focuses on making privately negotiated venture capital investments in growth
and early-stage Portfolio Companies in the United States. OCA focuses on Portfolio Companies that it
believes demonstrate potential across various areas of concentration, such as technology and highly scalable

services business. The Funds make primarily non-control investments in Portfolio Companies in various
stages of their capital development, including providing “acceleration capital” or initial startup capital.

OCA has, and may from time to time, appoint members to an investment committee (the “Investment
Committee”), and/or an advisory board (the “Advisory Board”).which provide non-binding advice to OCA
and/or the GP, for example, with regard to due diligence, execution, post-investment value-creation, risk
management and monitoring, and/or other matters. The General Partner works with industry participants
and performs fundamental research to assess market trends and the challenges and opportunities impacting
individual segments of these industries. At any point in time, the General Partner is developing and
prioritizing a number of segment strategies and seeking to identify, and partner with, experienced managers
and other industry participants.

After identifying attractive segments of such industries, OCA seeks to identify leading businesses that serve
these segments, with eventual execution of investment decisions through a combination of strategic
investments and acquisitions. For each applicable Portfolio Company investment, OCA seeks to (i) develop
sound, long-term strategic plans to build such Portfolio Company, and (ii) provide management of such
Portfolio Company with the financial, intellectual and human capital necessary to execute these strategic
plans. OCA may consult with the Investment Committee, and/or Advisory Board.

The General Partner’s strategic plans often seek to assess market positioning and competitive
differentiation. Key components of such strategic plans often include customer and platform
diversification, geographic extensions, addition of new, complementary capabilities, cost reductions and
efficiency improvements, and management augmentation. Post-acquisition, the General Partner’s team
collaborates with Portfolio Company management in an effort to ensure that performance meets or exceeds
the investment case. The General Partner’s operating model consists of frequent interaction with Portfolio
Company management with the objective of setting targets, meeting strategy objectives and discussing
financial performance.

Investors and prospective investors should carefully review the governing documents of the Funds
for further discussion of its investment objective and strategy. Such documents are available only to
current investors or prospective investors who are eligible to invest in such entities, as determined in
the sole discretion of OCA.

Certain Risk Factors.

The identification and management of attractive investment opportunities is difficult and involves a
significant degree of uncertainty. Potential investors should consider the following risks before investing
in any fund or other investment vehicle managed by OCA.

Nature of Investments. OCA may invest in a variety of equity and debt securities on behalf of its clients. A
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