Palogic Value Management LP

Item 5 – Fees and Compensation

Funds

The fees and expenses associated with an investment in the Funds are as defined exclusively in the Fund’s offering
documents. Our advisory fees with respect to the Fund and each investor generally are not negotiable. However,
we may enter into side letters or similar arrangements with certain investors that grant different terms (including
the reduction or elimination of fees) to such investors than the terms generally applicable to other investors. The
Firm, in its sole discretion, may manage other funds or accounts with higher or lower fees, different fee structures
and different expense payment arrangements than the Funds.

Set forth below is a description of the fees and expenses:

Management Fees. Subject to the Firm’s discretion to charge a different amount as applicable to a particular
investor of the Funds, the Funds pay to the Firm, on the first business day of each calendar quarter in advance, a
management fee (the “Management Fee”) equal to 0.375% (1.5% per annum) of the aggregate capital account
balance of each investor of the Funds as of the first day of the applicable calendar quarter, or the first day after
each closing with respect to a new investor, as appropriate, which amount is debited against the capital account of
such investor. In the event of a withdrawal by an investor of the Funds other than as of the last day of a calendar
quarter, a pro rata portion of the Management Fee, based upon the actual number of days remaining in such quarter
as of the date of such withdrawal, is repaid by the General Partner to the Funds for credit to such investor’s capital
account.

Performance Allocation. Subject to certain terms, limitations, and conditions, as of the close of each performance
period, a performance-based allocation (the “Performance Allocation”) is re-allocated from the capital account of
each Fund investor to the capital account of Palogic Value Management II, LP, an affiliate of the Firm and special
limited partner of the Fund. Subject to the Firm’s discretion to charge a different amount as applicable to a
particular investor of the Funds, the Performance Allocation is equal to either 20% or 15% of excess profits over
preferred return/high-water mark threshold. Every investor in the Fund that is charged such a Performance
Allocation is required to be a “qualified client”, as defined in Section 205(a)(1)(d)(1) of the Investment Advisers
Act of 1940, as amended (the “Advisers Act”).

Organizational Expenses. The Fund generally bears its own expenses of the organization of the Fund and the
offering of the Fund interests to investors, including legal and accounting fees, printing costs, travel, “blue sky”
filing fees and expenses and out-of- pocket expenses. The organizational expenses borne by the Fund are described
in full detail in the Fund offering documents.

Direct Expenses of the Fund. The Fund generally bears all costs and expenses directly related to its investments or
prospective investments, including brokerage commissions and other transaction costs, expenses related to proxies,
underwriting and private placements, interest and commitment fees on debit balances or borrowings, borrowing charges
on securities sold short, custody fees and fees of professional advisers and consultants relating to investments or
prospective investments and any withholding or transfer taxes imposed on the Fund or any of the partners. The Fund also
generally bears all costs of the administration and operation of the Fund, including (i) accounting, audit and legal
expenses, (ii) costs of any litigation or investigation instituted against the Fund or its investors, (iii) the costs, fees and
expenses of any outside appraisers, accountants, attorneys or other experts or professionals engaged by the Firm, as well
as other expenses directly related to the Fund’s investments, (iv) costs associated with reporting and providing
information to existing and prospective investors, (v) any governmental, regulatory, licensing, filing or registration fees
incurred in compliance with the rules of any self- regulatory organization or any federal, state or local laws, (vi) costs

related to the preparation of the Fund’s tax returns and keeping of its books and records, (vii) expenses incurred in
obtaining systems, research or data providers and other information utilized for portfolio management purposes,
including related hardware and software, (viii) costs of holding any meetings of investors, (ix) risk management and
Fund compliance costs, and (x) the costs of any liability insurance obtained on behalf of the Fund or the Firm. The Firm
may, in its sole discretion, choose to absorb any such expenses incurred on behalf of the Fund. The direct expenses
borne by the Fund are described in full detail in the Fund offering documents and are deducted monthly. See Item 12
below.

Wrap Fee Program

The fee for the services provided to clients in the Program (“Program Fee”) is a percentage of the market value of the
client’s assets under management pursuant to the IMA. The Program Fee, which can be negotiated, includes the fees
for both advisory services and the execution of brokerage transactions. The Program Fee is charged quarterly in advance
and is typically deducted directly from the custodial accounts. In the event that an IMA is terminated mid-quarter, the
client will be entitled to a pro-rated refund of the pre-paid Program Fee for the applicable quarter based on the number
of days remaining in the quarter after the IMA is terminated. In evaluating a Wrap Fee Program, a client should also
consider that, depending upon the level of the wrap fee charged by the broker-dealer, the amount of portfolio activity
in the client’s account, and other factors, the wrap fee may or may not exceed the aggregate cost of such services if they
were to be provided separately.
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Item 7 – Types of Clients

Funds

The Firm provides investment advisory services to the Funds, based on the particular investment objectives and
strategies described in the particular Fund offering documents. The Firm, in its sole discretion, may manage other
funds or accounts with different objectives, higher or lower fees and different fee structures than the Funds.

The Firm generally requires a minimum investment of $750,000 in the Fund. Pursuant to the terms of the subscription
document and as required by SEC regulations, the Firm requires that U.S. investors in the Funds qualify as both
“Accredited Investors” and “Qualified Clients.” Each prospective investor generally is required to complete and return
various subscription documents to the Fund, which are designed to provide the Fund, the administrator, the Firm and
the Firm’s affiliates and agents with important information about the investor. Subscriptions may be accepted or
rejected, in whole or in part, in our sole discretion.

Wrap Fee Program

The Adviser also provides investment advisory services to individual high net worth investors, individual investors,
trusts, foundations and charitable organizations, and small entities through the Program. The Adviser does not require
that each Program account exceed a minimum asset amount prior to accepting the account holder as a client.