Provenance Management Co LP

FEES AND COMPENSATION

        Fees are paid as set forth in each Fund’s Governing Documents. In general, Provenance
expects to receive a management fee (“Management Fee”) from the Funds that it manages as
compensation for the investment advisory services rendered to the applicable Fund (excluding the
SPVs, which do not pay management fees). Provenance also expects to receive performance-based
compensation or carried interest pursuant to the applicable Governing Documents for such Fund.
Provenance and/or its affiliates generally expect to receive additional compensation from portfolio
companies or prospective portfolio companies in connection with management and other services
performed for portfolio companies of the Funds. Such additional compensation will offset in
whole or in part the Management Fees otherwise payable to Provenance in accordance with the
relevant Governing Documents. Provenance receives certain fees from the SPVs and the SPVs’
portfolio companies which are not subject to offset in accordance with the SVPs’ Governing
Documents. In addition, Provenance is permitted to receive compensation for management and
other services performed in connection with the co-investments made in portfolio companies of
the Funds, as set forth in the relevant Partnership Agreement(s) and/or Side Letters(s). Investors
in a Fund also bear certain organizational and operating expenses, as set forth in the Governing
Documents of such Fund.

        The precise amount, the manner of calculation and the manner and timing of payment of
the SPVs’ fees and carried interest are established by Provenance, as modified by negotiations
with SPV investors, and are set forth in the SPVs’ Governing Documents provided to each SPV
investor prior to any investment therein. The structure of the Management Fee and carried interest
which Provenance expects to employ with respect to future Funds going forward is summarized
below, but investors should review the applicable Fund’s Partnership Agreement for details
regarding fee structure and expenses.

Management Fees

        As set forth and more fully described in the Partnership Agreement of each Fund, each
Fund (other than the SPVs) will pay Provenance a Management Fee equal to a fixed percentage
(generally 2.0%) on an annual basis of aggregate capital commitments of investors that are not
designated as “affiliated partners” by the General Partner. Commencing with the first
Management Fee payment date after the expiration of the Fund’s investment period or earlier upon
the occurrence of certain events set forth in the Partnership Agreement, the Fund’s Management
Fee generally will equal the specified percentage on an annual basis of (i) the aggregate investment
contributions and bridge financing contributions of the Fund’s investors, less (ii) the aggregate
amount of such investment contributions with respect to the portion of each investment that has
been disposed of or permanently written-down, in each case with respect to investors not
designated as “affiliated partners”, provided that investments in a portfolio company will be
treated as having been disposed of or permanently written down only to the extent that, as of the
date of any such disposition or write-down, the aggregate fair market value of all remaining Fund
investments in such portfolio company is less than the Fund’s aggregate investment contributions
made with respect to such portfolio company. Installments of the Management Fee payable for
any period other than a full three-month period generally are adjusted on a pro rata basis according
to the actual number of days in such period. The Management Fee generally is payable quarterly
in advance to Provenance. As described below, Provenance generally is permitted to waive or
reduce Management Fees in accordance with the Funds’ Governing Documents.

       The Management Fee generally will commence upon the initial closing of the Fund.
Investors participating in a subsequent closing of the Fund after the initial closing date will
generally be assessed Management Fees retroactive to the beginning of the Fund’s term, with an
additional interest-like payment on such amounts. The Management Fee generally will be paid out
of current income and investment proceeds of the Fund and/or, in the General Partner’s discretion,
from drawdowns that will reduce unfunded commitments.

        As described in the Partnership Agreement of each Fund, each Fund’s Management Fee
generally is expected to be reduced by an amount equal to 80% (as may be adjusted pursuant to
the Partnership Agreements) by the transaction fees (“Supplemental Fees”) or a portion thereof
attributable to the Fund’s partners not designated as “affiliated partners” (as described in the
Partnership Agreements of the Funds and below under “Other Information”). Supplemental Fees
include, but are not limited to, (i) directors’ fees, financial consulting fees or advisory fees paid to
the General Partner with respect to any Fund investment; (ii) transaction fees paid to the General
Partner with respect to any Fund investment; and (iii) break-up fees with respect to Fund
transactions not completed that are paid to the General Partner, in each case net of certain expenses
(including those described below) as set forth in the Partnership Agreement; but not including, in
any event, any amount received by the General Partner, the Industry Advisors or certain other
persons from a portfolio company (a) as reimbursement for expenses directly related to such

portfolio company, (b) as payment for services provided to any portfolio company in the ordinary
course of such portfolio company’s business, (c) as compensation for services provided by the
General Partner or other person as an employee of or in a similar capacity for such portfolio
company or (d) as compensation, including fees, incentive equity or other stock awards, for
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TYPES OF CLIENTS

         Provenance provides investment advice to the Funds. The Funds include investment
partnerships and/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, and the
rules and regulations promulgated thereunder. The investors participating in the Funds are
expected to include individuals, banks and/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 and, directly or
indirectly, principals or other employees of Provenance and/or members of their families, Industry
Advisors, and/or other service providers retained by Provenance.

        The Funds are authorized to include alternative investment vehicles established from time
to time in order to permit one or more investors to participate in one or more particular investment
opportunities in a manner determined by the applicable General Partner to be desirable for legal,
tax, regulatory or other similar reasons. Alternative investment vehicle sponsors generally will
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.

        Each Fund generally has a minimum investment amount for third-party investors as
provided in such Fund’s Partnership Agreement and Fund interests are offered and sold solely to
qualified purchasers (or qualified knowledgeable Provenance personnel). Such minimum
investment amount may be waived by the applicable General Partner in its sole discretion. The
SPVs do not have a minimum investment amount.

    METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Provenance is a private equity firm focused on significant minority investments in growth-
stage consumer brands primarily based in the United States. Provenance is category agnostic and
focuses on digitally-intensive brands that it believes have the potential to scale into multiple
channels. Provenance’s investments are typically comprised of both primary and secondary
proceeds. Provenance will generally only invest in situations where it has board representation and
seeks to have significant operating and strategic input on its investments.

       There can be no assurance that Provenance will achieve the investment objectives of any
Fund and a complete loss of investment is possible.

Investment and Operating Strategy

        Sourcing and Screening Approach. Provenance maintains active coverage of the consumer
brand space, tracking key metrics to determine whether a brand could be a potential investment
target. Provenance also sources opportunities through a select number of intermediaries.

        The investment team pre-screens new opportunities for further diligence based on its
internally developed key criteria. Assuming the opportunity passes this initial screen, Provenance

requests detailed information from management, which launches the first phase of Provenance’s
in-depth analytics and due diligence process.

        Due Diligence. Provenance employs a due diligence methodology utilizing analytics and
data tools. This process begins at the early stages of due diligence, once it is determined that the
company is potentially an attractive investment target, either immediately or in the near future.
This preliminary analysis then informs the rest of the due diligence process and allows the team to
focus on the key business drivers and areas for potential improvement.

       Upon determining alignment with management as to the strategic and operating
conclusions of the initial analysis, the investment team then refines the remaining due diligence
plan depending upon the initial findings. Provenance relies primarily on its internal investment
team for business diligence supplemented by Provenance’s Industry Advisors. Provenance
maintains relationships with and regularly works with outside professional due diligence
consultants for confirmatory due diligence workstreams.

Risks of Investment

        Each Fund and its investors bear the risk of loss that Provenance’s investment strategy
entails. The risks involved with Provenance’s investment strategy and an investment in a Fund
include, but are not limited to, those described below:

        Business Risks. The Funds’ investment portfolio is expected to consist primarily of
securities issued by privately held companies, and operating results in a specified period will be
difficult to predict. Such investments involve a high degree of business and financial risk that can
result in substantial losses.

       Investment in Junior Securities. The securities in which a Fund will invest may be among
the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of
loss. Generally, there will be no collateral to protect the Fund’s investment once made.

        Concentration of Investments; Impact of Excuse or Exclusion. The Funds will participate
in a limited number of investments and may seek to make several investments in one industry or
one industry segment or within a short period of time. As a result, a Fund’s investment portfolio
could become highly concentrated, and the performance of a few holdings or of a particular
industry may substantially affect its aggregate return. Furthermore, to the extent that the capital
raised is less than the targeted amount, the Fund may invest in fewer portfolio companies and thus
be less diversified. In addition, a Limited Partner’s participation in a Fund’s investments may be
limited by virtue of Provenance’s right to exclude a Limited Partner from, or a Limited Partner’s
right to be excused from, participating in certain of the Fund’s investments as set forth in the
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