Radcliff Management LLC

ITEM 5: FEES AND COMPENSATION

Radcliff Management is compensated for its services through a fee which is based on
Commitments made by Investors (“Investor Fees”). For various tax and cash flow purposes, the
fee is earned and paid twice a year directly by Investors to Radcliff Management.

Radcliff Management, in most cases, is generally compensated for its services following a new
investment being made in a Private SPV (“SPV Advisory Fee”). For avoidance of doubt, the SPV
Advisory Fee does not include the costs and expenses incurred by the Private SPV in negotiation
or consummating the investment, all of which are separate from the SPV Advisory Fee of the
Private SPV and shall be paid by the Private SPV as detailed in the applicable Private SPV Offering
Documents.

Any SPV Advisory Fees paid by Investors who also compensate Radcliff Management by way of
Investor Fees contained in framework and/or commitment agreements, will offset future Investor
Fees owed (“Fee Offset”). Investor Fees will never be reduced below zero.

In the event co-investment capital is used to consummate an investment in a Private SPV, the
portion of the SPV Advisory Fee, which is allocable to the co-investment capital, will be retained
by Radcliff Management and no such Fee Offset will be provided on the co-investment capital.
Similarly, the SPV Advisory Fee for co-investment capital is lower than the Investor Fees
contained in framework and/or commitment agreements and as such SPV Advisory Fee would
solely be due with respect to the respective, singular Private SPV.

Radcliff Management, in its sole discretion, waives or reduces the fees for Investors that are

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principals, employees or affiliates of Radcliff Management, relatives of such persons, and for
certain strategic investors. Relatedly, certain such strategic investors of Radcliff Management that
manage their own funds and/or investments may provide reduced fees for the funds and/or
investments that they manage to principals, employees or affiliates of Radcliff Management.

The Principals, through Radcliff Management or an affiliate thereof, also provide advisory and
consulting services to certain Private SPVs’ portfolio companies and as part of such services the
Principals, or other members of the Radcliff Management team will at times sit on the board of
directors of certain portfolio companies of the Private SPVs (“Advisory Services”). The Adviser
or an affiliate thereof will be compensated for the Advisory Services rendered to a portfolio
company of a Private SPV (“Portfolio Company Fees”). The Portfolio Company Fees paid by any
Private SPV’s portfolio company are intended to be a fair value compensation for services rendered
and, generally, is negotiated with the portfolio company’s majority owners. Any such Portfolio
Company Fees will generally offset Investor Fees paid to Radcliff Management in a similar fashion
as a Fee Offset, as set forth in the applicable Offering Documents. In the future, strategic partners
of Radcliff Management may provide services to Private SPVs’ portfolio companies, and any
compensation received by such strategic partners will not offset Radcliff Management fees.
Further, certain portfolio companies provide their services and/or products to employees and
principals of Radcliff Management at discounted rates.

ITEM 6: PERFORMANCE-BASED                         COMPENSATION             AND      SIDE-BY-SIDE
MANAGEMENT

An affiliate of Radcliff Management is entitled to a share of the profits derived from the
performance of each Private SPV’s investment. Once a Private SPV has returned all contributed
capital back to its Investors, remaining distributions are typically made eighty percent (80%) to
Investors, and twenty percent (20%) to an entity controlled by the Principals. Although such
allocation percentage may vary across current or future Private SPVs, Investors should review each
Private SPV’s Offering Documents for applicable investment terms and risks.

Although the existence of performance-based compensation is intended to align the interests of
Radcliff Management, its Principals and its affiliates with the interests of the Private SPVs, it may
also create a conflict of interest. For example, performance-based compensation may create an
incentive for Radcliff Management to make investments on behalf of Private SPV(s) that are riskier
and more speculative than would otherwise be the case. It may also create an incentive for Radcliff
Management to direct investments in favor of Private SPVs that pay a higher performance-based
fee relative to other Private SPVs.

ITEM 7: TYPES OF CLIENTS

Radcliff Management provides investment advisory services to the Private SPVs and not to
Investors. Each Investor in a Private SPV must make its own analysis and investment decision as
to whether it makes a Commitment. Each Investor who makes a Commitment must meet the
eligibility requirements outlined in such Private SPV’s Offering Documents, which generally
include that the Investor must be both an “accredited investor” and a “qualified purchaser” as such
terms are defined under applicable U.S. securities laws, rules, and regulations.

Generally, there is no minimum amount required to invest in Radcliff Management’s Private

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SPV(s), but each commitment is subject to the discretion of Radcliff Management.