Paragon JV Partners LLC

ITEM 5: FEES AND COMPENSATION

    Advisory Fees and Compensation

    PJVP serves as the investment adviser to PAJV and receives a fixed dollar amount
    management fee (for fiscal year 2024, $1), plus reimbursement of any expenses PJVP
    might incur on behalf of PAJV and the Partnerships. PAJV and the Partnerships are
    responsible for paying substantially all of their own operating expenses, including
    personnel costs.

    PJVP participates in the investments made by the Partnerships, which it serves as general
    partner, pro rata in accordance with capital accounts, and receives a performance
    allocation of up to 20% of the net capital appreciation on in-house monies allocated to
    each limited partner at the end of the fiscal year. PJVP is eligible to receive such
    performance allocation in any fiscal year when limited partner net capital appreciation on
    in-house monies equals or exceeds a 5% threshold rate of return.

    Performance allocations are subject to a “high water mark” limitation. As a result, any loss
    in a capital account is carried forward for one fiscal year, so that no performance allocation
    is made with respect to such account unless the losses in the carry-forward period have
    been recouped, subject to certain adjustments.

    PJVP is not entitled to receive a performance allocation of any net capital appreciation on
    assets of the Partnerships which are invested by PAJV and the Partnerships in an
    unaffiliated investment fund. Neither is PJVP’s performance allocation burdened by any
    negative value change attributable to assets invested in unaffiliated investment funds.
    Accordingly, any loss in a limited partner capital account incurred by assets invested in an
    unaffiliated investment fund may not be carried forward.

    Payment of Fees

    The annual management fee and expenses are deducted directly from the capital account
    of each limited partner in the Partnerships on a pro rata basis at the end of the fiscal year.

    Performance allocations are calculated and allocated as of the end of each fiscal year.
    Performance allocations are deducted directly from the capital account of each limited
    partner in the Partnerships.

    PJVP, in its sole discretion, may waive or alter the performance allocation with respect to
    certain limited partners. PJVP may, in its sole discretion, assign the performance
    allocation, in whole or in part, to any person.

    Additional Fees and Expenses

    In addition to personnel costs, as mentioned above under “Advisory Fees and
    Compensation,” PAJV and the Partnerships will incur brokerage and other transaction
    costs in connection with a trade (expenses relating to short sales, clearing and settlement
    charges, custodial fees, bank service fees and interest expenses); investment-related
    travel expenses; occupancy expenses; legal expenses; professional fees (including,
    without limitation, expenses of consultants and experts); accounting expenses (including
    the cost of accounting software packages); auditing and tax preparation expenses; costs

                                                               Part 2A of Form ADV: Firm Brochure
                                                                          Paragon JV Partners, LLC

    of printing and mailing reports and notices; taxes; regulatory expenses (including filing
    fees); and extraordinary expenses. See Item 12 below.

    Prepayment of Fees

    Fees for services are billed at the end of the fiscal year. There is no prepayment of fees.

    Additional Compensation and Conflicts of Interest

    PJVP does not accept any other compensation.

ITEM 7: TYPES OF CLIENTS

    PJVP currently provides investment advice to PAJV, its sole advisory client. PJVP may in
    the future provide investment advice to other clients including, but not limited to, other
    pooled investment vehicles. This Brochure would be amended at that point to include
    those clients.