Peloton Equity LLC

ITEM 5: FEES AND COMPENSATION

Peloton is compensated for its services through the receipt of a management fee and performance-based fees.
Peloton’s compensation, as well as other costs associated with management by Peloton, is discussed generally below
and in more detail in relevant offering materials.

    a) Compensation

Peloton receives a management fee (“the Management Fee”) from Peloton Equity II. Peloton does not receive a
Management or Performance fee from the SPV Funds which are Peloton HPOne, Peloton ClearSky, Peloton AeroSafe,
Peloton Journey Health and Peloton Grenova.

Peloton received a management fee from Peloton Equity I based on committed capital of 2.5% annually (the
"Management Fee") for the first 42 months of its term. After such time, the 2.5% Management Fee is calculated based
upon Invested Capital at cost minus write-downs, minus capital returned. Any installment of the Management Fee
which is paid subsequent to a “Key Man Event” and prior to the cure of such “Key Man Event” shall be reduced to 2/3
of the Management Fee otherwise applicable as of the date of such installment and upon the cure of the Key Man
Event, any such installment of the Management Fee shall be recalculated as of the date of such installment. At any
time, upon the closing of a successor fund to Peloton Equity I with aggregate third-party capital commitments of at least
$50,000,000, the annual Management Fee rate will be reduced to 2.0%. The Management Fee is paid quarterly,
adjusted for the current quarter’s write-downs, and capital returned. The Management Fee ceased being collected on
August 22, 2021.

Peloton also receives a management fee from Peloton II based on 2% committed capital for the first 7 years of the
Partnership. After year 7 of the Fund, the 2% Management Fee is calculated based upon Invested Capital at cost
minus write-downs, minus capital returned.

In addition, the Adviser may receive performance compensation as set out in each individual prospectus (the
"Performance Fee"). The Adviser, in its sole discretion, may temporarily waive or reduce the Management Fee and/or
the Performance Fee. The SPV Funds typically have a reduced or no Management Fee and Performance Fee as
described in each Fund’s Private Placement Memorandum and Limited Partnership or Member Agreement.

Peloton may also perform mergers and acquisitions advisory services for some of the portfolio companies in which the
Funds invest. The advisory work includes advising portfolio companies on the sale of assets or acquisition by another
company. The advisory fee is paid to Peloton. In the case of Peloton Equity I and Peloton Equity II, Peloton passes
the fee along to the investors as a dollar-for-dollar reduction in the management fee for that quarter. If upon termination
of the Partnerships an unapplied balance of the Reduction Amount remains, the Adviser shall promptly refund to each
Electing Fee Partner an amount in cash equal to the product of (i) the percentage of the aggregate Management Fee
earned by the Adviser over the term of the Partnership for which such Electing Fee Partner was responsible and (ii)
the amount of such unapplied balance of the Reduction Amount. If there are no Electing Fee Partners, Peloton will
retain the advisory fee.

The Adviser may also earn fees as members of the boards of some of its portfolio companies. Compensation for board
membership is earned in the form of cash and/ or equities. The board compensation is paid to Peloton. In the case of
Peloton Equity I and Peloton Equity II, Peloton passes the fee along to the investors as a dollar-for-dollar reduction in
the management fee for that quarter. If upon termination of the Partnerships an unapplied balance of the Reduction

Amount remains, the Adviser shall promptly refund to each Electing Fee Partner an amount in cash equal to the product
of (i) the percentage of the aggregate Management Fee earned by the Adviser over the term of the Partnership for
which such Electing Fee Partner was responsible and (ii) the amount of such unapplied balance of the Reduction
Amount. If there are no Electing Fee Partners, Peloton will retain the board fee.

    b) Billing

Management fees are called quarterly from Peloton Equity II.

    c) Other Expenses

Each Fund generally pays all of its ordinary organizational, offering, administrative, and operating expenses, including,
but not limited to, ordinary and recurring legal, accounting, escrow, auditing, administration, and certain clerical
expenses including those incurred in preparing, printing and mailing reports and tax information to investors and
regulatory authorities, expenses for specialized administrative services, filing fees, and taxes. Additional fees (e.g.,
wire transfer charges) may be imposed by service providers. At its discretion, The Adviser may elect to pay broken
deal expenses on behalf of the Funds.

    d) Advance Billing

As discussed above, for the Funds that pay management fees, the management fee is payable quarterly in advance.
Fees are not refundable for either funds or managed accounts.

    e) Sales-based Compensation

Not applicable. Neither the Firm nor any of its employees or affiliates accepts additional compensation for the sale of
securities or other services. The Firm or its affiliates and employees do not receive compensation for other services
besides the investment advisory services we provide.

ITEM 7: TYPES OF CLIENTS

The Adviser provides investment advisory services to certain Private Equity Funds (the “Funds”) organized as limited
partnerships and limited liability companies. The Funds qualify for exemption from the definition of an “investment
company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”) under Section
3(c) (1) or Section 3(c) (7) of the Investment Company Act, and the Adviser offers interests to Investors pursuant to
Regulation D under the Securities Act of 1933, as amended (the “1933 Act”).

Fund investors are qualified investors, such as state and corporate pension plans, university endowments, wealthy
families and individuals, and funds of funds, for investment in our Funds. Generally, the minimum commitment to a
Fund was either $5,000,000 for the institutional funds, $1,000,000 for Peloton HPOne, Peloton Journey Health, and
Peloton Grenova, $300,000 for Peloton ClearSky and $100,000 for Peloton AeroSafe. However, the minimum initial
investment in a Fund can be waived by the Advisor.