Search Fund Accelerator LLC

Item 5 Fees and Compensation
A. Compensation
    • SFA is compensated through Carried Interest. In addition to the distributions described in Section 5.1
        (i)      the General Partner may cause the Partnership to distribute cash or property to the Partners, at
                 such times and in such amounts as it shall determine in its sole and absolute discretion, as set
                 forth in this Section 5.1
        (ii)     First, with respect to any specific distribution pursuant to this Section 5.1(b), the items of cash or
                 property comprising such distribution shall be apportioned, on a preliminary basis, among the
                 Partners in proportion to their respective Capital Commitments (the “Preliminary
                 Apportionment”).
        (iii)    Next, items attributable to Idle Funds Investments or Late Admission Charges, as well as items
                 apportioned to the General Partner pursuant to the Preliminary Apportionment, shall be
                 distributed in accordance with the Preliminary Apportionment.
        (iv)     Next, on a separate basis for each Limited Partner, all remaining items apportioned to such
                 Limited Partner pursuant to the Preliminary Apportionment shall be reapportioned between and
                 distributed to such Limited Partner and the General Partner:
              a. First, one hundred percent (100%) to such Limited Partner until such Limited Partner has
                 received distributions pursuant to this Agreement, in the aggregate over the term of the

Search Fund Accelerator

               Partnership, at least equal to the sum of (x) the Commitment Fee paid by such Limited Partner,
               (y) such Limited Partner’s Capital Contribution and (z) such Limited Partner’s Preferred Return.
            b. Next, one hundred percent (100%) to the General Partner until the General Partner has
               received distributions pursuant to this Section 5.1(b)(iii), in the aggregate over the term of the
               Partnership, at least equal to twenty percent (20%) of the amount by which (x) the sum of
               distributions to such Limited Partner pursuant to this Agreement and distributions to the General
               Partner pursuant to this Section 5.1(b)(iii) (in each case determined in the aggregate over the
               term of the Partnership) is greater than (y) the sum of such Limited Partner’s Capital
               Contribution and the Commitment Fee paid by such Limited Partner.
            c. Next, (x) eighty percent (80%) to such Limited Partner, and (y) twenty percent (20%) to the
               General Partner.

SFA also receives a monitoring fee for sitting on the board of portfolio companies; this can be offset by hiring
independent directors.

B. Fees
SFA IX LPs are charged with an annual management fee of 2%.

For the remaining Funds, in lieu of an annual management fee, LPs are charged with a Commitment Fee.
Each Limited Partner will pay the General Partner or SFA LLC a one-time fee equal to seven and a half percent
(7.5%) of such Limited Partner’s Capital Commitment at the time of its admission to the Partnership
(“Commitment Fee”). Such Commitment Fee will be used to fund the General Partner and/or SFA LLC operating
costs and expenses. For the avoidance of doubt: (i) the Commitment Fee payable by each Limited Partner is in
addition to such Limited Partner’s Capital Commitment; (ii) payment of the Commitmet Fee will not be deemed
to be a Capital Contribution by any Limited Partner; (iii) a Limited Partner that increases its Capital Commitment
shall pay an additional Commitment Fee equal to seven and a half percent (7.5%) of the amount of such
increase at the time of such increase, and (iv) the General Partner shall not pay a commitment fee. This fee is
in addition to the capital commitment and is returned to LPs in the first stage of the distribution waterfall.

For the avoidance of doubt, any future reduction in the unfunded Capital Commitments of the Partners will not
reduce or otherwise impact the Commitment Fees payable pursuant to Section 6.8(c) hereof.

This fee shall be repaid by the GP at the same level of the waterfall as return of capital and preferred return.

C. Additional Expenses
General Partner Expenses. Except as otherwise provided in this Section 6.7(a), in Section 6.7(b), and in Section
6.8(f) below, expenses of the Partnership shall not include the normal operating expenses of the General
Partner and its equity holders. Notwithstanding the foregoing, or anything else to the contrary contained in this
Agreement, the General Partner (or its managing member or other Affiliate) shall be reimbursed by the
Partnership for its pro rata share of the compensation and other expenses attributable to the services of
professionals employed by the General Partner (or its managing member or other Affiliate) who perform finance
and accounting services for the Partnership, in the event that the General Partner (or its managing member or
other Affiliate) engages such employees to perform such services in lieu of (or in addition to) the engagement of
a third-party to provide such services, provided that (i) such expenses are incurred at rates equal to or less than
third-party market rates, as reasonably determined by the General Partner, and (ii) in accordance with Section
6.7(d) below, any such reimbursement is allocated equitably among the Partnership and the Other Funds as
determined by the General Partner in its reasonable discretion.

Partnership Expenses. Expenses to be borne by the Partnership (“Partnership Expenses”) shall include the
following costs, expenses and losses associated with the formation, operation, Dissolution, winding-up, or
Termination of the Partnership: (i) out-of-pocket expenses associated with the organization of the General
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Item 7 Types of Clients
Within the United States, this offering is made as a private placement pursuant to section 4(A)(2) of the
Securities Act, and only to parties that are “Accredited Investors” as defined in Rule 501(A) of Regulation D
under the Securities Act. Outside of the United States, this offering is made pursuant to Regulation S under the
Securities Act, only to parties that are not “US Persons” as defined in such regulation, and pursuant to
exemptions from applicable securities laws of other countries (“Foreign Securities Laws”).

The Units are being offered only to those investors who qualify as an “accredited investor” as defined in Rule
506(b) under Regulation D of the Securities Act and to a maximum of thirty-five (35) investors who do not qualify
as an “accredited investor.” All Investors must be able to bear the economic risk of their investment for an
indefinite period and have no need for liquidity in this investment.

To qualify as an “accredited investor” as such term is defined in Regulation D promulgated by the SEC under
the Securities Act, the investor will be required to represent and warrant to the Fund and Manager that the
Investor meets the “accredited investor” and other requirements as detailed in the Subscription Booklets. The
Investor must also be able to verify its status as an accredited investor in accordance with the SEC guidelines to
the Manager’s satisfaction.
Some of the ways Investors can currently qualify as an “accredited investor” are:
    • For natural person Investors, having a net worth of at least $1,000,000, excluding the positive value of a
        primary residence; or
    • For natural person Investors, having an adjusted gross income of at least $200,000 for the last two
        years (or $300,000 with a spouse) and reasonably expecting to attain those amounts this year; or
    • For certain entity Investors, having assets of at least $5,000,000; or
    • For entity Investors, having all of the owners of the entity otherwise be “accredited investors.”

Search Fund Accelerator

Subscriptions from suitable Investors will be accepted or rejected by the Manager in its sole discretion after
receipt of the Investor’s Subscription Booklet properly completed and executed by the Investor. The Manager
reserves the right to reject any subscription for any reason. If the subscription is accepted, the Investor will
become a Member or Note Holder without any further action by any Person. If the subscription is rejected, the
Investor’s completed Subscription Booklet and subscription funds will be returned promptly to the Investor.

The minimum investor commitment is $1,000,000, subject to acceptance of lesser amounts at the discretion of
the GP.