Potrero Capital Research LLC

Item 5 – Fees and Compensation

Management Fee.
The fees and compensation payable to Potrero are negotiable. From the Domestic Funds,
Potrero typically receives, as to each Investor, an annual management fee equal to 2.0% of
the balance of each Investor’s capital account. Potrero only receives an annual management
fee equal to 1.0% of the balance of certain Investor’s capital account attributable to
investments in Potrero Capital Research Partners, LP made on or prior to December 31,
2011. Potrero typically receives an annual management fee linked to the net asset value of
the participating shares in the Cayman Fund. The management fee of the Funds is paid
quarterly, in advance and together with other fees described below is deducted from the
Funds’ assets, respectively. Potrero will pro rate the management fee for Interests held for
less than a full quarter, however, Investors will not receive a refund of the management fee
if they withdraw capital prior to the end of a quarter. Potrero may waive all or a portion of
the management fee as to an Investor, or may agree with an Investor to other changes in
the management fee respecting such Investor.

If an SMA Client is engaged, the SMA may pay Potrero an annualized management fee (the
“SMA Management Fee”). The SMA Management Fee will be subject to negotiation with the
Client and a Client may therefore pay more or less than other Clients for the same or similar
management services. Any SMA Management Fee will be dependent on the individual
investment advisory agreement negotiated between the Client and Potrero. Potrero may in
its own discretion waive or reduce the SMA Management Fee. To date, Potrero has not
earned an SMA Management Fee.

In the event of a termination of an SMA investment advisory agreement, the fees will be
prorated. Any paid but unearned fees will be promptly refunded to the SMA and any fees
due to Potrero from the SMA will be invoiced or deducted from the SMA prior to
termination. Notwithstanding the foregoing, Potrero may negotiate or set a management
fee different from the foregoing with respect to the Funds, SMAs or any other Client Potrero
manages in the future.

Expenses.
The Funds will bear the expense of brokerage commissions or other securities transaction
costs, custodial fees, governmental fees and taxes, the legal and accounting costs incurred
in connection with an audit of the Fund’s tax return, margin interest or interest on other
borrowings, and all expenses that Potrero, in its discretion, determines to be extraordinary,
such as legal fees and costs relating to litigation, arbitration, claims or similar proceedings.
The General Partner may, in its sole and absolute discretion, pay or reimburse the
Partnership, for any or all other expenses.

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The SMA Client may also be responsible for certain operating expenses including custodial
fees, broker commissions, clearing fees, direct expenses, and audit expenses, as outlined in
its investment advisory agreement with the SMA Client.

Item 12 further describes the factors that Potrero considers in selecting or recommending
broker-dealers for Client transactions and determining the reasonableness of their
compensation (e.g., commissions).

Potrero and its supervised persons do not receive a brokerage commission or any other
compensation attributable to the sale of securities or investment products.

Item 7 – Types of Clients

Potrero provides investment supervisory services to the Funds and to one SMA Client,
which are currently Potrero’s only clients. Potrero may in the future provide the same or
similar services to other privately placed investment funds and/or separately managed
accounts.

Prospective Investors in the Funds and SMA Clients must meet eligibility criteria as set
forth below and are subject to certain withdrawal requirements and limitations.
Prospective Investors are encouraged to thoroughly review the Funds’ Constituent
Documents and any other materials provided by Potrero which set forth all of the terms in
detail.

Interests in Potrero Capital Research Partners, L.P. are offered to “accredited investors” (as
defined in Regulation D under the Securities Act of 1933) and “qualified clients” (as defined
under Rule 205-3 of the Investment Advisers Act of 1940). Investors in Potrero Capital
Partners, L.P. must also be “qualified purchasers” (as defined in Section 2(a)(51) of the U.S.
Investment Company Act of 1940, as amended).

The minimum initial investment in Potrero Capital Research Partners, L.P. is $250,000 and
$1,000,000 in Potrero Capital Research Partners II, L.P. and the minimum additional
investment in both Funds is $50,000. Potrero, in its sole discretion, may permit investments
that are less than the required minimum investment commitment (or require a different
amount), as set forth in the’ Constituent Documents of the respective Funds.

Potrero Institutional Fund, Ltd. is a fund of one and is an exempted company incorporated
with limited liability under the Cayman Islands Companies Law. The minimum initial
investment in the fund of one will vary and/or is subject to negotiation.

Minimum account sizes for SMA Client accounts vary depending on the type of investment
advisory services to be performed and in certain circumstances may be negotiable.

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