ParkerGale LLC

FEES AND COMPENSATION

       In general, ParkerGale receives a management fee and performance-based fees (called a
“carried interest”) in connection with the performance of the advisory services described
above. ParkerGale or other Firm entities or affiliates receive additional compensation in
connection with management and other services performed for portfolio companies of the Funds
and such additional compensation will offset in whole or in part the Management Fees (as
defined below) otherwise payable to ParkerGale. Investors in the Funds also bear certain fund
expenses, as described below. Additionally, consistent with the Governing Documents of a
Fund, a Fund typically bears certain out-of-pocket expenses incurred by ParkerGale in
connection with the services provided to the Fund and/or the portfolio companies. Further details
about      certain       fees      and       expenses       are       set     forth       below.

Management Fees

         Each of the Funds pays ParkerGale, on a quarterly basis in advance, a fee (the
“Management Fee”) equal to 2.0% on an annual basis of aggregate Fund investor capital
commitments (“Commitments”). Investors participating in a closing after the initial closing
date of a Fund bear the Management Fee from the Fund’s initial closing date, generally in
addition to an interest component payable to ParkerGale or an affiliate. Upon the earlier to occur
of (i) the date when all the Fund’s Commitments have been invested or otherwise used to pay
expenses of the Fund, or (ii) the term specified in the Fund’s Partnership Agreement, the
Management Fee will be reduced and will equal 2.0% of the aggregate amount of contributions
used to make, or pay expenses directly connected to, an investment that has not yet been
disposed of or completely written off for U.S. federal income tax purposes, subject to certain
conditions set forth in the Fund’s Partnership Agreement. After the date all of the Fund’s assets
have been distributed or upon the occurrence of certain other events specified in the applicable
Partnership Agreement, the Fund’s Management Fee will be reduced to zero. Installments of the
Management Fee payable for any period other than a full three-month period are adjusted on
pro rata basis according to the actual number of days in such period.

        The Partnership Agreement for each Fund provide that a Fund’s Management Fees will
be calculated and charged on a basis that is generally not tied to the Fund’s then-current net
asset value. As further specified in each Fund’s Partnership Agreement, from the effective date
of the relevant Fund until a date specified in the Fund’s Partnership Agreement (the “Stepdown
Date”), Management Fees generally will be charged based on a formula tied to the amount of
the relevant Fund’s aggregate Commitments. Further, after the Stepdown Date, Management
Fees generally will be charged and calculated based on a formula tied to the amount of
investment contributions (including, where applicable, a Fund borrowing component (including
interest expenses) and the amount of any capitalized Transaction Fees (as defined below) or
expenses) made by the relevant Fund relating to investments that have not been realized or
completely written off for U.S. federal income tax purposes (such investments, “Impaired
Value Investments”). Due to differences in the criteria set forth in their respective Partnership
Agreements, in the event where more than one Fund participates in an investment, there is the
possibility that an investment will become an Impaired Value Investment for purposes of one
Fund’s Partnership Agreement but not those of one or more other Funds.

        Under the Partnership Agreements, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of applicable investment contributions.
Conversely, each Fund’s Partnership Agreement does not require Management Fees to be
reduced or refunded following the occurrence of a writedown, decrease (including a significant
decrease) in fair value or other event not constituting a complete realization, such as a partial sale
or disposition, reorganization, recapitalization (including recapitalization involving dividends),
roll-over investment in connection with a sale or divided distribution, except in the case of
investments meeting the relevant Impaired Value Investment standard under the Partnership
Agreements. For the avoidance of doubt, following the Stepdown Date, if the fair market value
of an Impaired Value Investment is less than the total amount of investment contributions relating
to such Impaired Value Investment, then the amount of Management Fees otherwise payable
relating to such investment will be reduced solely based on the ratio of the fair market value of
each relevant remaining investment(s) as compared against the amount of total investment
contributions relating to such investment(s) as of the date of the relevant event.

        As a result, and as is generally the case for private equity funds, the amount of
Management Fees generally will not correspond with fluctuations in the net asset value of
individual investments or of the Fund, including following the relevant investment period, and
will not be reduced in connection with any write downs (whether temporary or permanent),
except in the case of Impaired Value Investments. Except where the Partnership Agreements
expressly provide to the contrary, Management Fees will not be reduced (in whole or in part) in
the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend
recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary
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TYPES OF CLIENTS

          ParkerGale provides investment advice to the Funds. The Funds may include investment
 partnerships or other investment entities formed under domestic or foreign laws and operated as
 exempt investment pools under the Investment Company Act of 1940, as amended. The
 investors participating in the Funds include individuals, banks or thrift institutions, other
 investment entities, university endowments, sovereign wealth funds, family offices, pension and
 profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
 entities, as well as, directly or indirectly, principals or other employees of ParkerGale and its
 affiliates and members of their families, or other Service Providers retained by ParkerGale or a
 Fund.

       The Funds may include alternative investment vehicles established in order to permit
one or more investors to participate in one or more particular investment opportunities in a
manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors
generally have limited discretion to invest the assets of these vehicles independent of limitations
or other procedures set forth in the organizational documents of such vehicles and the related
Fund.

      The Funds generally have a minimum investment amount for third-party investors, and
the Funds’ interests are offered and sold solely to qualified purchasers (or qualified
knowledgeable Firm personnel). A Fund’s Investment minimum is disclosed in each Fund’s
Governing Documents. Such minimum investment amount may be waived by ParkerGale.

   METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        ParkerGale is a private investment firm focused on investments in companies believed
to benefit from ParkerGale’s hands-on operating value creation approach. ParkerGale’s
investment advisory services consist of identifying and evaluating investment opportunities,
negotiating investments, managing and monitoring investments and achieving dispositions for
investments. ParkerGale’s investment strategy for the Funds is to take controlling equity
interests in growing profitable technology companies within the smaller end of the private equity
market and professionalize them during its ownership to deliver attractive returns to its
investors. ParkerGale has a particular interest in acquiring founder-owned companies where the
Fund or Funds are the company’s first institutional capital and divisions or assets from larger
companies that are being under-managed and require additional focus and management. Target
companies generally will have positive EBITDA and will generally be less than $100 million in
enterprise value. Equity investments will generally range in size from $15 million to $75 million.

       Investing in securities involves the risk of loss. There can be no assurance that
ParkerGale will achieve the investment objectives of any Fund and a complete loss of
investment is possible.

Investment and Operating Strategy

        Deal Sourcing. ParkerGale focuses on four main avenues for deal flow: (1) actively
represented companies; (2) proactive industry and executive research and networking; (3)
corporate development executive correspondence; and (4) thought leadership and brand
recognition. ParkerGale manages relationships with different types of intermediaries including
brokers, bankers, lawyers, accountants and independent sponsors in different ways. The Firm’s
goal is to remain top-of-mind with intermediaries of all types by maintaining consistent contact
with them. Beyond the deal flow of intermediated companies, ParkerGale believes that it
continually needs to become an expert in the technology sub-sectors it pursues and is focused
on specific, thesis-based markets to research. Investments are oftentimes looked at in
conjunction with senior industry executives who will take a full-time operating or board role
post-closing. ParkerGale has an ongoing process to meet and track these key executives. In
addition, ParkerGale has a list of corporate development executive targets and contacts it

maintains relationships with to not only know the potential buyers of their businesses, but to
specifically have insight into and become aware of corporate carve-outs. ParkerGale believes
that ParkerGale needs to also stake a claim in thought leadership and increase its visibility to
founders and companies that are not actively in a sale process. Using print and online media,
and social networks, the ParkerGale team seeks to build its brand to appeal to company owners
and intermediaries. In 2013, members of the team started a podcast called the Private Equity
FunCast that is focused on the issues founders encounter when running their growing
companies, and the ParkerGale team provides examples from its experience to offer advice to
common problems these founders often face. Additionally, the Partners of ParkerGale are often
sought out for their opinions about private equity and technology and have appeared in
Fortune.com, PEHUB.com, at conferences, roundtables and in local and regional publications.
ParkerGale believes these efforts help establish ParkerGale as a trusted partner to founders and
deal sources.

        Investment Screening. ParkerGale evaluates potential investment opportunities meeting
basic type, sector, size and financial criteria through two broad themes ParkerGale’s Partners
have refined over their careers based on their experience buying small companies. ParkerGale
targets opportunities with common characteristics in terms of the company type and investment
dynamics. These characteristics are: (i) majority control positions only; (ii) focus on niche
markets and technology solutions; (iii) first institutional capital in the company; (iv) situations
where operational improvements can be made; (v) having an angle to win the transaction and
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