Puissance Capital Management LP

Item 5 - Fees and Compensation

Puissance or its affiliates will receive a management fee and performance-based compensation
from Clients. The Firm’s management fee is generally equal to 2.00% of assets under
management per annum and performance-based compensation is generally equal to 20% of
the appreciation in the net asset value of each account during each year. Fee arrangements
may be amended by agreement between Puissance and each Client or investor. The exact
compensation structure will be set forth in the relevant investment management agreement
with each Client and each investor, as the case may be.

Puissance expects that the Funds will be responsible for investment-related expenses
(including brokerage (see Item 12 below), as well as their organizational and offering expenses.

The expenses charged to any Managed Accounts will be determined on a case-by-case basis.

To the extent that Puissance allocates Clients’ capital to money market funds or exchange-
traded funds, Clients would indirectly incur similar fees and expenses as these funds in turn
pay similar fees and expenses to their investment managers and other service providers.

Item 6 - Performance Fees and Side-by-Side Management

Puissance or its affiliates will receive performance-based compensation from Clients, which
will be based on a percentage of capital appreciation of their assets.

Puissance Capital Management LP                                             Form ADV Part 2A

The terms of the performance-based compensation may differ among the Clients. This may
result in a conflict of interest when allocating opportunities among Clients, as Puissance may
have an incentive to favor Clients that have higher performance-based compensation. To
avoid such a conflict of interest, Puissance will develop documented procedures for allocating
opportunities among Clients, which will not take into account the performance-based
compensation.

As management fees and performance-based compensation will be based directly on Clients’
net asset values, Puissance may have a conflict of interest in valuing the assets held in Client
accounts. Puissance will follow documented valuation policies and consult with each Client’s
third-party administrator, as applicable, in order to mitigate this risk.

Item 7 - Types of Clients

Puissance will provide investment advice to clients that are private funds, high net worth
individuals or other institutional investors. Investors in the Funds are generally expected to
be institutional investors and high net worth individuals that qualify as “accredited investors”
(as defined in Rule 501 under the Securities Act of 1933, as amended) and “qualified
purchasers” (as defined under the Investment Company Act of 1940, as amended). The
minimum initial investment in the Funds is expected to be $500,000, subject to Puissance’s
discretion to accept lesser amounts. The minimum initial investment for high net worth
individuals is expected to be $100,000. Puissance will determine the minimum investment for
a Managed Account on a case by case basis.