Sapphire Ventures LLC

Item 5.         Fees And Compensation

Sapphire typically receives a management fee and carried interest in connection with the provision of advisory
services to the Funds. As discussed in more detail below, Sapphire is permitted to receive additional
compensation in connection with management and other services performed for Portfolio Companies and such
additional compensation generally will offset subsequent management fees otherwise payable to Sapphire by
the Funds to the extent provided by, and subject to certain exceptions in, the Governing Documents. Investors
in a Fund also bear certain expenses.

The Funds that primarily invest in Portfolio Funds typically pay management fees and carried interest to the
managers of such funds, as well as Sapphire. Additionally, certain Funds invest in special purpose vehicles
managed by third parties that charge management fees and/or carried interest. As a result, Investors in these
vehicles will generally incur two layers of fees and carried interest. Please see the “Additional Portfolio Fund-
Specific Risk Factors” discussed in Item 8 for more information regarding multiple layers of fees and carried
interest arising from fund-of-fund investments.

The actual fees and expenses applicable to each Fund are set forth in detail in such Fund’s Governing
Documents. Investors will receive copies of the Governing Documents (with the exception of subscription
agreements, side letters, and other documents that only pertain to specific Investors) before investing in any
Fund and may have an opportunity to negotiate certain terms under certain circumstances. Investors should
refer to the Governing Documents of the applicable Fund for a complete understanding of how Sapphire is
compensated for its advisory services. The information contained herein is a summary only and is qualified
in its entirety by the Governing Documents.

A. Management Fees

As compensation for investment supervisory services rendered to the Funds, each Fund (other than co-
investment vehicles) generally pays Sapphire a management fee calculated in accordance with such Fund’s
Governing Documents. Management fees are generally reduced during the life of a Fund. The management
fees and other fees and distributions described herein are generally subject to modification, waiver, or
reduction by Sapphire in its sole discretion, both voluntarily and on a negotiated basis with Investors. Fees
differ from one Fund to another.

The management fees paid by the Funds will generally be reduced by certain fees and expenses, such as (i)
transactional fees, monitoring fees, directors’ fees, financial consulting fees and other similar fees received
by Sapphire personnel from a Portfolio Company or Portfolio Fund (less any reimbursement amounts), (ii)
private placement or finders’ fees paid to placement agents, finders or other third parties performing similar
services in connection with a Fund’s formation, offering and/or capitalization (excluding any out-of-pocket
fees and expenses for services required under applicable non-U.S. law or regulation in connection with the
issuance or sale of interests in the corresponding non-U.S. jurisdiction), (iii) breakup fees and litigation
proceeds received from transactions not consummated by the Fund in connection with a proposed investment
(less any reimbursement amounts), and (iv) organizational expenses in excess of any applicable cap, in each
case in accordance with the Funds’ Governing Documents. Management fees will generally not be reduced
by expense reimbursements, compensation received for services provided in connection with a Portfolio
Company’s business, compensation for services provided as an employee or in a similar capacity, directors’
fees from a public company that don’t exceed amounts paid to other directors, amounts received as publicly
traded securities, breakup fees, or other amounts otherwise approved by a Fund’s advisory board as not
constituting transaction fees. The amount and manner of any such management fee reductions are set forth in
each Fund’s Governing Documents.

Certain Funds’ Governing Documents permit the applicable General Partner to make deemed contributions to
fulfill its capital commitment through reductions in the management fee. Under these arrangements, a
designated percentage of each capital contribution that would otherwise be required from the General Partner
in cash instead constitutes a deemed contribution. The Investors of the relevant Fund are required to fund the

deemed contributions pro rata according to their respective capital commitments, which in turn offsets the
management fee by a corresponding amount. The use of deemed contributions by the applicable General
Partners could result in an acceleration of capital contributions by the Investors of the relevant Funds. The
management fee reductions and the corresponding deemed contributions have the potential to be significant.

Certain Investors that are employees, former employees, business associates and other “friends and family”
of Sapphire, its affiliates or their personnel (including any related entity established by any of the foregoing,
such as trusts, charitable programs, endowments or related programs, family investment vehicles and other
estate planning vehicles) will not typically pay management fees or carried interest in connection with their
investment in a Fund. Furthermore, Sapphire may from time to time in the future establish certain investment
vehicles through which such Investors or other third parties may invest alongside Funds, which generally will
not pay management fees or carried interest.

Management fees billed to and received from the Funds are generally payable quarterly in advance on the first
day of each fiscal quarter. If a Fund were to terminate prior to the end of a quarter, management fees paid in
respect of such quarter would be returned on a pro rata basis.

B. Carried Interest
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Item 7.         Types of Clients

Sapphire provides investment advisory services to the Funds, which are pooled investment vehicles operating
as private investment funds and exempt from registration under the Investment Company Act. Sapphire does
not provide investment advisory services directly to Investors in the Funds on an individualized basis. Such
Investors generally include high net worth individuals, banks, insurance companies, fund-of-funds, pension
and profit-sharing plans, corporations, limited partnerships, and limited liability companies, among other
entities.

Investment in the Funds is generally limited to persons who meet the applicable eligibility requirements set
forth in each Fund’s Governing Documents. Depending on the Fund, an Investor must generally qualify as an
“accredited investor” under Regulation D of the Securities Act and “qualified purchaser” or “knowledgeable
employee” under the Investment Company Act, and, if applicable, a “qualified client” under the Advisers Act.

The minimum capital commitment for investment in a Fund, where applicable, is set forth in such Fund’s
Governing Documents. The General Partner of each Fund retains discretion to accept commitments below any
stated minimum amount.