Space Capital Management LLC

FEES AND COMPENSATION

        In general, Space Capital or a General Partner receives a management fee and performance-
based fee in the form of a carried interest in connection with the provision of advisory services to
its clients, the Funds. Under certain circumstances, as outlined in the applicable Governing
Documents, the Adviser may perform additional services for portfolio companies of the Funds and
receive additional compensation for such services. Investors in the Funds also bear certain
expenses in accordance with the Funds’ Governing Documents.

Management Fees

        Generally, the Funds will pay the Adviser a management fee quarterly in advance.
Generally, such management fee is based on a percentage of aggregate investor capital
commitments, contributed capital or net asset value, as detailed in each Fund’s Governing
Documents (the “Management Fee”). Management Fees are pro-rated for partial periods. Further,
the Management Fees and other fees are generally subject to waiver or reduction by Space Capital,
in its sole discretion. Please refer to the Governing Documents of each Fund for complete
information on the amount and timing of Management Fees.

       Space Capital and its affiliates are permitted to receive directors’ fees from portfolio
companies of the Funds. However, Space Capital and its affiliates currently do not receive
compensation for service on the board of directors of any portfolio companies. Pursuant to the
Governing Documents, such fees received would trigger a management fee offset, reducing the
amount of the management fee payable by the Funds, to the extent that such fees are received by
Space Capital or its affiliates. Directors’ fees received by Space Capital or its affiliates in the form
of equity (e.g., stock, restricted stock units and options) will not result in a corresponding
management fee offset.

        Space Capital employees may serve as directors, board observers or advisors to certain
companies in which a Fund has fully exited its ownership interest. Such companies are no longer
portfolio companies of such Fund and, as a result, any compensation received after a Fund has
fully exited its ownership interest is not subject to a management fee offset or otherwise shared
with a Fund or its investors.

Carried Interest

        In addition, the General Partner of the Funds will receive a performance-based fee,
including payments of carried interest, from such Fund’s investors. The precise amount of, and
the manner of calculation of, such carried interest is detailed in each Fund’s Governing
Documents. The carried interest is calculated on the net profits remaining after all invested capital,
management fees and fund expenses have been returned to investors. The carried interest is more
fully described in the relevant Governing Documents.

Other Information

        As permitted by the Governing Documents, Space Capital reserves the right to make
exemptions from Management Fees and/or carried interest. For example, in instances where a
Space Capital employee (or an affiliated entity thereof) invests in a Fund, such employee generally
will be exempt from payment of the Management Fee and carried interest with respect to the Fund.

       The Funds generally invest on a long-term basis. Accordingly, investors generally are not
permitted to withdraw or redeem interests in the Funds, except under the limited circumstances
provided in the relevant Governing Documents.

       Employees of Space Capital generally receive salaries and other compensation derived
from, and in certain cases, including a portion of, the, carried interest received by the General
Partners through ownership in the General Partner entities.

        In addition to the Management Fee and carried interest payable to the relevant General
Partner, each Fund bears certain expenses. As set forth more fully in the Governing Documents, a
Fund generally bears the following expenses: (a) costs of acquiring, holding, monitoring and
disposing of investments, including transaction expenses, interest on borrowings, registration
costs, brokerage, investment banking, custodial and similar fees; (b) third‑party professional fees
(legal, accounting, auditing, consulting) related to the Fund’s investments or operations; (c)
expenses of the advisory committee; (d) extraordinary expenses, including litigation,
indemnification, judgments and settlements; (e) organizational and offering expenses; (f)
Management Fees; (g) costs of regulatory filings and compliance; and (h) applicable taxes.

        As a general matter, certain broken deal expenses and other expenses relating to diligence
or evaluation of a prospective investment are allocated among investors within a Fund. The Funds
also bear certain fees and expenses indirectly to the extent a portfolio company pays for certain
fees and expenses, such fees and expenses can have an impact on the performance of such portfolio
company and in turn, the performance of the Fund. The impact of such indirect fees or expenses
will vary depending upon which entity absorbs such fees or expenses.

        Excluded from Fund expenses are ordinary administrative and overhead expenses of Space
Capital and the General Partners incurred in connection with managing and originating
investments, including employees’ salaries, office space and facilities, utilities and other similar
expenses specified in the Governing Documents. Space Capital expects to be subject to potential
conflicts of interest where certain administrative and other functions are performed by Space
Capital personnel would not be chargeable to the Funds under the Governing Documents, but
service providers performing the same services generally would be chargeable to the Funds
thereunder. Each Fund also generally will bear the costs of implementing, monitoring and
complying with investment guidelines and directives relating to the Fund’s strategy. In the limited
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TYPES OF CLIENTS

       Space Capital provides investment advice solely to the Funds. The Funds generally include
investment partnerships or other investment entities formed under U.S. laws. The investors in the
Funds generally include endowments and foundations, charitable organizations, corporations,
sovereign wealth funds, fund of funds and certain family offices and high-net worth individuals.

        The Fund interests are offered solely to (i) “accredited investors” (within the meaning of
the Securities Act), (ii) “qualified clients” (within the meaning of the Advisers Act) and/or (iii)
“qualified purchasers” (within the meaning of the 1940 Act) or qualified knowledgeable Space
Capital personnel.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       Space Capital seeks to generate returns for its investors, principally through venture capital
investments. Space Capital’s investment advisory services generally consist of identifying,
evaluating, negotiating, managing, monitoring and eventually exiting investments. Fund
investments are predominantly in privately-held companies.

        With respect to its Funds’ portfolio companies, Space Capital seeks to utilize its industry
insights to engage and support portfolio companies through a long-term oriented relationship.

       There can be no assurance that Space Capital will achieve the investment objectives of any
Fund and a total loss of investment is possible.

Risks of Investment

         Each Fund and its investors bear the risk of loss that Space Capital’s investment strategy
entails. The discussion below of risks associated with investment in the Funds does not purport to
be an exhaustive list.

        Venture Capital Investments. While early-stage and growth-stage venture capital
investments offer the opportunity for significant gains, such investments also involve a high degree
of business and financial risk and can result in substantial losses. Among these risks are the general
risks associated with investing in companies at an early stage of development or with little or no
operating history, companies seeking to grow rapidly, companies operating at a loss or with
substantial variations in operating results from period to period, and companies with the need for
substantial additional capital to support expansion or to achieve or maintain a competitive position.
Such companies face intense competition, including competition from companies with greater
financial resources, more extensive development, manufacturing, marketing and service
capabilities and a larger number of qualified managerial and technical personnel. There will be
substantially less information available about the Funds’ portfolio companies than is ordinarily
available regarding publicly traded companies. A Fund will have limited information rights with
respect to certain of its portfolio companies and, as a result, will receive less information regarding
such a portfolio company than some or all of the other equity holders in such entity.

        Identifying Investment Opportunities. The Funds’ task of identifying investment
opportunities, managing such investments and realizing a significant return for investors is
difficult. Many organizations operated by persons of competence and integrity have been unable
to make, manage and realize such investments successfully. In making their investment decisions,
the General Partners will rely upon their own or a portfolio company’s projections concerning
future growth and performance; such projections are inherently subject to uncertainty and to
certain factors beyond the control of the General Partners or the portfolio company.

        No Assurance of Profits. There is no assurance that the Funds’ investments will be
profitable. Any return on investment to the limited partners will depend upon successful
investments being made by the Funds. The marketability and value of any such investment will
depend upon many factors beyond the control of the Funds. A Fund may not have sufficient cash

available to make tax distributions to the General Partners and the limited partners. The expenses
of each Fund may exceed such Fund’s income, and the limited partners could lose the entire
amount of their contributed capital.

        Long-Term Investment. An investment in the Funds is a long-term commitment, and there
is no assurance of any redemptions or distributions to the limited partners prior to or upon
liquidation of the Funds.

        Illiquidity of Portfolio Investments. The Funds’ investment portfolios consist of
investments in private companies. There will be no readily available market for most of the Funds’
investments, and most of the Funds’ investments will be difficult to value. The securities in which
the Funds invest may be junior in a portfolio company’s structure and thus subject to greater risk
of loss. The disposal of a portfolio investment in a private company by a Fund will typically not
occur for a number of years from the date of initial investment. In recent periods, successful
privately-held companies have been remaining private longer than in prior periods, increasing the
length of time to liquidity for investors in those companies. Longer liquidity timeframes could
prolong the timeline for a Fund’s investment returns.

        Competition for Investments. The Funds expect to encounter significant competition from
other investors having investment objectives similar to the Funds’, including other venture capital
firms, institutional investors, individuals and industrial and financial companies. In certain
instances, the Funds will co-invest with other professional venture capital investors and these
relationships with other investors may expand the Funds’ access to investment opportunities.
There is no assurance, however, that the Funds will succeed in finding investments on similar or
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