Reynolds Channel Management LP

Fees and Compensation

A.     Advisory Services and Fees

Reynolds Channel, either directly or indirectly through the Fund General Partners, receives
management fees and performance-based compensation (in the form of a carried interest) in
connection with the management of the Funds. As discussed in more detail below, Reynolds
Channel is permitted to receive transaction fees and other income in connection with management
and other services performed for portfolio companies of the Funds and any such additional
compensation will result in an offset to management fees and carried interest.

The fees and/or compensation applicable to the Funds are set forth in detail in each Fund’s Offering
Documents. A brief summary of fees and compensation applicable to the Funds are provided
below.

Management Fee

Generally, the Reynolds Channel Fund pays Reynolds Channel an annual management fee (the
“Management Fee”), which will be payable quarterly in advance, equal to an annualized rate of
two percent (2%) of (i) aggregated investor capital commitments during the Reynolds Channel
Fund's commitment period or investment period and (ii) thereafter the net asset value of the
Reynolds Channel Fund. Reynolds Channel, in its sole discretion, may elect to reduce, waive,
modify, or share all or a portion of the Management Fee for certain Investors, where applicable,
including any member, partner, director, officer, employee and principal of Reynolds Channel
(collectively, “Reynolds Channel-Related Investors”). Typically, no Management Fee will be paid
by any Reynolds Channel-Related Investor.

Effective February 1, 2026, no Management Fee shall be payable by the Valinor Fund to Reynolds
Channel.

Reynolds Channel and its affiliates, from time to time, earn transaction fees and other income from
services provided or related to portfolio investments made by a Fund (“Portfolio Companies”).
Transaction fees may include break-up fees, commitment fees, underwriting fees, amendment fees,
waiver fees, modification fees, monitoring or management services fees, directors’ fees, consulting
fees, advisory fees, closing fees and similar fees, payments or compensation (whether in the form
of cash, options, warrants, stock or otherwise) received from third parties attributable to the Funds’
pro rata share of any investment or proposed Fund investment to which the Funds are a contract
party. The share of any such transaction fees attributable to a Fund’s investments, net of any related
expenses, will reduce (upon their reduction to cash, if applicable, and not below zero) the future
Management Fees otherwise due to Reynolds Channel hereunder by an identical amount. For the
avoidance of doubt, to the extent that the amount of such transaction fees (net of related expenses)
received by Reynolds Channel and its affiliates exceeds the Management Fee payable as of the
beginning of the next quarter, such excess amount shall reduce future Management Fees otherwise

due to Reynolds Channel or in certain instances the carried interest distributable (discussed below)
to Reynolds Channel or a Fund General Partner until such excess has been reduced to zero.

Carried Interest

In general, the Fund General Partner of each Fund will receive performance-based carried interest
distributions (“Carried Interest Distribution”) from such Fund’s Investors equal to 20% of net
investment proceeds above an 8% preferred return as more fully set forth in the applicable Offering
Documents.

Reynolds Channel and/or the Fund General Partner, in its sole discretion, may elect to reduce,
waive, modify, or share all or a portion of the Carried Interest Distribution with respect to any
Fund Investor, including Reynolds Channel-Related Investors.

B.       Payment of Fees

Fees and compensation paid to Reynolds Channel and its affiliates by clients are generally
deducted from the assets of such clients. Management Fees are paid quarterly in advance, and
Carried Interest Distributions are paid as set forth in Funds’ Offering Documents.

C.       Additional Expenses

In addition to the fees and allocations described above, each Fund generally bears all of their own
expenses, including but not limited to expenses related to its operations and the investment of its
assets. Each Fund shall bear those expenses as set forth in the applicable Offering Document, as
amended from time to time, including, but not limited to, some or all of the following:

     •   Expenses related to the research, due diligence, financing (including all amounts borrowed
         pursuant to a subscription facility), monitoring and disposition of actual and prospective
         investments whether or not such investment is consummated, including the following:
         third-party investment sourcing fees, including fees to introducers, intermediaries and
         brokers (in each case including performance-based fees); fees and expenses related to
         obtaining, processing and analyzing research and market data, and fees and expenses
         related to performing due diligence (including ongoing due diligence) on potential
         providers of any of such research or market data services; due diligence expenses including
         consulting and appraisal fees; reasonable travel expenses (including air travel (not to
         exceed business class commercial fares), lodging and meals); brokerage and futures
         commission merchant fees, commissions and expenses; custodial fees and expenses; bank
         service fees; interest expenses and fees related to financings or refinancings; financing
         costs related to a subscription facility; fees and expenses of proxy research and voting and
         class action-related services;
     •   Organizational expenses;
     •   Any compensation payable in connection with the management of any investment by an
         unaffiliated third party or management team, which may include both asset-based fees and
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Types of Clients

Reynolds Channel provides investment advisory services to the Funds, as described above.
Investors in a Fund generally include, among others, institutions, pension plans, endowments, high
net-worth individuals, financially sophisticated individuals, and other sophisticated investors.

Reynolds Channel generally requires Investors to make a minimum capital commitment of at least
$1,000,000, although the amount of the minimum capital commitment may be waived or modified
by Reynolds Channel in its sole discretion.