Revolution Growth Management Company II LP

FEES AND COMPENSATION

        In general, the Advisers receive a management fee and a carried interest in connection
with advisory services. Revolution Management II or other Revolution entities or affiliates
(including Revolution II GP) receive additional compensation in connection with management
and other services performed for portfolio companies of Private Investment Funds and such
additional compensation will offset the management fees otherwise payable to Revolution
Management II. Investors in Revolution Growth II also bear certain fund expenses.

Management Fees

       Revolution Growth II will pay Revolution Management II, quarterly in advance, a
management fee (the “Management Fee”) equal to 2.0% on an annual basis of aggregate
Revolution Growth II investor capital commitments (“Commitments”), subject to reductions at
the end of the investment period and in certain other circumstances. The Management Fee will
be payable until the final distribution of Revolution Growth II’s assets or until Revolution
Management II’s relationship with Revolution Growth II is terminated for other reasons (as
described in the Revolution Growth II’s Partnership Agreement. Installments of the
Management Fee payable for any period other than a full three-month period are adjusted on pro
rata basis according to the actual number of days in such period.

        The Management Fee will be reduced by all of Revolution Growth II’s share of (i)
directors’ fees, financial consulting fees or advisory fees earned by Revolution II GP with
respect to any investment by Revolution Growth II; (ii) transaction fees paid to Revolution II GP
with respect to any investment by Revolution Growth II; and (iii) break-up fees with respect to
Revolution Growth II transactions not completed that are paid to Revolution II GP (each of (i),
(ii) and (iii), a “Supplemental Fee”). The Management Fee will also be reduced by all
placement fees paid by Revolution Growth II and any organizational expenses paid by
Revolution Growth II in excess of the expense cap specified in the Partnership Agreement. To
the extent that such reductions would reduce the Management Fee for a given three-month period
below zero, the credit will be carried forward for future application against payable Management
Fees. To the extent any such excess remains unapplied upon dissolution of Revolution Growth
II, each partner of Revolution Growth II will receive its share of such unapplied excess. To the
extent that any other Private Investment Fund or any other entity or individual co-invests
alongside Revolution Growth II in any portfolio company investment, any Supplemental Fees
will be allocated pro rata among Revolution Growth II and the co-investors in proportion to the
cost of the investment in the portfolio company borne by each.

Carried Interest

        Revolution II GP will receive a carried interest with respect to Revolution Growth II
equal to 20% of all realized profits, as more fully described in the Partnership Agreement. The

carried interest distributed to Revolution II GP is subject to a potential giveback at the end of life
of Revolution Growth II if Revolution II GP has received excess cumulative distributions.

Other Information

        Revolution Growth II and other Private Investment Funds invest on a long-term basis.
Accordingly, investment advisory and other fees are expected to be paid, except as otherwise
described in the Partnership Agreement, over the term of Revolution Growth II (or the relevant
Private Investment Fund, as applicable) and investors generally are not permitted to withdraw or
redeem interests in Revolution Growth II (or other relevant Private Investment Fund, as
applicable). It is expected that any future Private Investment Funds will have a similar fee
structure to Revolution Growth II.

         Principals or other employees of Revolution may receive a portion of the Management
Fee, carried interest or other compensation received by Revolution Management II or its
affiliates.

        In addition to the Management Fee and carried interest payable to the Advisers,
Revolution Growth II bears certain expenses. As set forth in the Partnership Agreement,
Revolution Growth II bears all costs and expenses to the extent not reimbursed by portfolio
companies (which reimbursements may be for travel and any other out-of-pocket expenses
incurred in connection with the making, monitoring and/or disposing of such portfolio
companies, including follow-on investments and refinancings), including: legal, auditing,
consulting, financing, accounting and custodian fees and expenses; expenses associated with
Revolution Growth II’s financial statements, tax returns and Schedule K-1s; expenses incurred in
connection with transactions not consummated; expenses of any Advisory Board composed of
representatives of Revolution Growth II’s investors (an “Advisory Board”) and annual meetings
of the limited partners of Revolution Growth II; insurance (including directors and officers
insurance); other expenses associated with the acquisition, holding and disposition of its
investments, including extraordinary expenses (such as litigation, if any); and any taxes, fees or
other governmental charges levied against Revolution Growth II. Revolution Growth II bears
organizational and startup expenses, including legal, travel, accounting, filing, printing, capital
raising and other organizational expenses as specified in the Partnership Agreement. The
Advisers, and not Revolution Growth II, will bear all ordinary administrative and overhead
expenses incurred in connection with maintaining and operating its offices, including employees’
salaries, rent, utilities, etc. Brokerage fees may be incurred in accordance with the practices set
forth in “Brokerage Practices.”

                PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT

         As described under “Fees and Compensation,” Revolution II GP receives a carried
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TYPES OF CLIENTS

        The Advisers provide investment advice to Private Investment Funds, including
Revolution Growth II. Private Investment Funds may include investment partnerships 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. The investors participating in
Private Investment Funds may include individuals, banks or thrift institutions, other investment
entities, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities and may include, directly or indirectly, principals or other
employees of the Advisers or their affiliates.

        Revolution Growth II generally has a minimum investment amount of $10 million for
third-party investors, and Revolution Growth II interests are offered and sold solely to qualified
purchasers (or qualified knowledgeable Revolution personnel). Such minimum investment
amount may be waived by Revolution II GP.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Revolution is a private investment firm focused on investing in and building technology-
enabled businesses. The Advisers’ investment advisory services consist of identifying and
evaluating investment opportunities, negotiating investments, managing and monitoring
investments and achieving dispositions for investments. Investments are predominantly of non-
public companies although investments in public companies are permitted.

        The Advisers’ investment strategy for Revolution Growth II focuses on the acquisition of
interests in companies that the Advisers believe have the potential for rapid growth. The
Advisers intend to concentrate capital in select opportunities, committing an average of $30-50
million in each of approximately 10-12 companies, although the required capital and number of
acquired companies may be greater or less than such amounts.

      There can be no assurance that the Advisers will achieve the investment objectives of
Revolution Growth II and a loss of investment may be possible.

Investment and Operating Strategy

        Proprietary and Proactive Sourcing. The Advisers intend to leverage the experience of
the Principals in order to develop a sourcing network. The Advisers will employ a dual track
process, utilizing both “top-down” and “bottom-up” sourcing, to identify and develop
opportunities. In “top-down” sourcing, the Advisers will develop major investment themes and

then seek companies that they believe can best provide value within those themes. In “bottom-
up” sourcing, the Advisers will seek to leverage professional networks and the reputations of the
Principals to receive proprietary opportunities.

         Due Diligence. Prior to making any investment decision, the Advisers engage in an
intensive due diligence process. Investment decisions involve a process that combines extensive
research, quantitative analysis and experience-based judgments. In certain circumstances, the
Advisers will engage the services of outside consultants to test the underlying assumptions of an
investment opportunity. While several individuals are often assigned to the diligence team, the
process itself is led and driven by one Principal. Due diligence focuses on a combination of
factors, including, but not limited to: (i) the likelihood for new investment to help create or
significantly grow a company in targeted markets; (ii) a review and understanding of the total
addressable market, its participants, likely competitors and entrants, and projected growth rate;
(iii) the potential for an innovative niche concept to be brought to a broader mass audience and
the likely resources required to accomplish the transition; (iv) the capital needs for the company
and likely sources of such capital; (v) a review of the management team and board’s strengths
and deficiencies, with a view toward specific near-term recruitment needs; (vi) for companies in
which technology is the driving force behind the business model, a technical review of efficacy
and scalability of the underlying technology; and (vii) the likely path and process to exit and
monetization.

        Development of Portfolio Companies. The Advisers seek to structure transactions so that
Revolution Growth II is the largest investor in the portfolio companies for which it invests and
has significant governance control. The Advisers intend that Revolution Growth II will have one
or more Principals serving on the board of each portfolio company investment. The Advisers
expect to be actively involved in the development of strategy for portfolio companies, including
providing advice on business models, new products, market positioning and major partnerships.
The Advisers intend to actively recruit management teams, directors, and advisors and to initiate
and help lead corporate finance and acquisition opportunities for the portfolio companies.

       Realization. The Advisers seek to leverage their network of industry relationships to
locate appropriate strategic buyers when the Advisers determine an exit from a portfolio
company is appropriate. The Advisers will also analyze whether a portfolio company is
appropriate for a public offering. The Advisers believe there are several exit points: (i) the build-
out (or near build-out) of the platform supporting the business model; (ii) the point of clear
market acceptance; or (iii) the point at which a robust growth path has been established.

Risks of Investment

        Revolution Growth II and its investors bear the risk of loss that the Advisers’ investment
strategy entails. The risks involved with Advisers’ investment strategy and an investment in
Revolution Growth II include, but are not limited to:

        Business Risks. Revolution Growth II’s investment portfolio will consist primarily of
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