Solace Capital Partners LP

ITEM 5 - FEES AND COMPENSATION

Solace provides investment management services to the Fund pursuant to an investment
management agreement which, along with the Governing Documents, sets forth in detail the fee
structures relevant to the Fund.

In general, Solace receives compensation in the form of management fees charged to the Fund
based on a percentage of the total capital commitments to the Fund (the “Management Fee”).
Solace also receives Portfolio Company Fees (as defined below) which offset all or a portion of
Management Fees, subject to certain thresholds. In addition, an affiliate of the Manager, Solace
Special Limited Partner II, LLC (the “Special Limited Partner”), receives performance-based
compensation in the form of a carried interest participation in the Fund (“Carried Interest”). These
compensation arrangements, which are briefly described below, are described in detail in the
Governing Documents. While compensation is generally not negotiable, under certain
circumstances, Solace has, in its discretion, waived a portion of its Management Fees or Carried
Interest with respect to a particular investor (e.g., investors that offer strategic opportunities or
benefits to the Fund, including but not limited to the timing and size of its capital commitment to
the Fund). Moreover, Solace has waived or reduced all or part of the Management Fees and the
Carried Interest with respect to certain investors, including, but not limited to, “friends and family”
investors, affiliates and employees (and their families) of the Manager, (the “Solace Investors”).
Typically, Fund Limited Partners bear their portion of the fees and expenses incurred by the Fund.

Management Fees

With respect to any quarterly period, the Fund pays to the Manager a periodic Management Fee
equal to (i) with respect to certain Limited Partners, 1.75% per annum (or 0.4375% quarterly) of
invested capital and (ii) with respect to other Limited Partners, (A) 0.375% quarterly in respect of
certain existing assets of the Fund as of August 6, 2021 and follow-on investments thereon for the
remainder of 2021 and for 2022 and 2023, $2.6 million per annum for calendar year 2024 when
aggregated with fees received in calendar year 2024 in respect of certain investments, $900,000
per annum for calendar years 2025 and 2026 when aggregated with fees received in the
corresponding years in respect of certain investments, and 0% thereafter and (B) 0.375% in respect
of certain investment made by the Fund after August 6, 2021 and follow-on investments thereon
for the remainder of 2021 and for calendar years 2022 and 2023, $2.6 million per annum for
calendar year 2024 when aggregated with fees received in calendar year 2024 in respect of certain
investments, $900, 000 per annum for calendar years 2025 and 2026 when aggregated with fees
received in the corresponding years in respect of certain assets and 0% thereafter (less, in the case
of any such investment that has been written down, the amount of such write down net of any
subsequent write up).

The Management Fee is payable quarterly in advance, is deducted from the Fund’s assets and is
paid from capital called from the Limited Partners or from amounts otherwise available for
distribution to the Limited Partners. In the event of termination of the Manager, the Manager shall
not be entitled to any compensation other than the portion of the Management Fee accrued through
the date of such termination and will refund any unearned Management Fee, subject to reasonable
expenses.

Carried Interest

A portion of the Fund’s net investment proceeds will be distributed, if earned, to the Special
Limited Partner as Carried Interest distributions. Generally, the Special Limited Partner is entitled
to receive (i) 20% of the investment profits of the Fund in respect of certain Limited Partners, and
(ii) 10% to 20% of the investment profits of the Fund pursuant to a tiered waterfall for other
Limited Partners, in each case pursuant to a distribution waterfall described in the offering and
Governing Documents. Generally, any affiliate of Solace or eligible employee, officer, advisor,
consultant, operating partner and similar person in respect of Solace Capital Partners, L.P., who
invests their own capital in the applicable Fund will not bear or pay any Carried Interest.

Portfolio Company Fees

100% of the Fund’s allocable share of any Portfolio Company Fees received by a Solace Party (net
of the portion thereof allocable to the capital commitments of the Solace Investors) are required to
be shared with Limited Partners by reducing Management Fees otherwise payable by the Limited
Partners to the Manager on a dollar-for-dollar basis. “Portfolio Company Fees” include advisory,
monitoring, directors’, transaction, break-up (net of broken deal expenses) and other fees received
by a Solace Party from a portfolio company in which the Fund invests or in connection with
unconsummated Fund investments. The term “Solace Parties” includes the General Partner, the
Manager, their respective affiliates and each employee, member or partner of the Manager and its
affiliates, but specifically excludes Operating Partners and Operating Advisors (both as described
in more detail below), even if any such person is or becomes an employee, member or partner of
the Manager or its affiliates. “OP Service Fees” (as described in more detail below), which are
authorized to be paid by the Fund or a Fund portfolio company directly to an Operating Partner,
or to Solace or one of its affiliates and then used by such entities to pay the salary and bonus of
Operating Partners, are not treated as Portfolio Company Fees (nor are reimbursements of out-of-
pocket expenses incurred by Operating Partners in connection with their service activities so long
as such expenses constitute “Partnership Expenses” as described below). Similarly, Operating
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ITEM 7 - TYPES OF CLIENTS

Solace provides investment advisory services to the Fund, a limited partnership formed under
Delaware laws and operated as an exempt investment pool under Section 3(c)(7) of the Investment
Company Act of 1940, as amended.

The investors participating in the Fund generally include individuals, funds of funds, investment
entities, endowments, family offices, pension funds and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and include, directly or
indirectly, principals or other current and former employees of Solace and members of their
families.

Although Solace has the authority to accept subscriptions for lesser amounts, the minimum initial
capital commitment for the Fund was typically $5 million.

This Firm Brochure is not an offer to invest in our Fund.