Tap Root Capital Management LP

Item 5: Fees and Compensation

Item 5.A. Compensation for Advisory Services

Tap Root Capital is compensated for its advisory services through an annual “Management Fee”
negotiated with investors in the applicable Fund, the precise amount and calculation of which is included
in the respective Fund Governing Documents. Generally, Management Fees are calculated based on
capital commitments during a Fund’s investment period and thereafter are calculated based on invested
capital, reduced for permanent impairments. Management Fees are subject to a Management Fee Offset
based on the Fund’s allocable share of all fees received by the Firm or an affiliate with respect to any
Portfolio Company investment. Management Fee Offsets are reduced for unreimbursed expenses incurred
by the Firm or its affiliate in connection with Portfolio Company fees and are subject to a carryforward in
subsequent periods. The Management Fee is calculated and paid quarterly in advance and prorated for any
partial periods of less than a full quarter. Pursuant to Fund Governing Documents, the Firm may waive all
or any portion of a Fund’s Management Fee and any waived Management Fee shall reduce capital
contributions due with respect to the General Partner’s capital commitment (“GP Commitment”); subject
to any requirement that a specified percentage of the GP Commitment must be funded in cash.

In general, Fund Management Fees are not negotiable. However, the Firm enters into side letters or similar
arrangements with certain investors that grant different terms (including lower fees) to such investors than

the terms generally applicable to other Fund investors. See the Conflicts of Interest section in Item 8 –
Methods of Analysis, Investment Strategies and Risk of Loss for a further discussion of side letters.

In addition to Management Fees, an affiliated “Special Limited Partner” of Tap Root Capital (as defined
in Fund Governing Documents) generally will receive a performance fee or “Carried Interest”, as
described in Item 6 – Performance Based Fees. Any performance-based compensation will be paid in
accordance with Section 205(3) of the Advisers Act and the rules promulgated thereunder, which specify
certain qualification thresholds for investors being assessed such a fee.

Tap Root Capital, the General Partner and any of its affiliates may, in their sole discretion, charge
Management Fees, Carried Interest, or other compensation to a Co-Investment Vehicle or Continuation
Vehicle, as established in and subject to the terms and provisions set forth in respective Fund Governing
Documents, and any such amounts will not inure to the benefit of the Fund or offset the Management Fee.
Friends and Family Vehicles are not expected to pay Management Fees or may pay a reduced Management
Fee and may not be subject to Carried Interest.

The General Partner (or any of its affiliates) is permitted to, in its sole discretion, require any third-party
or other co-investors to bear a Carried Interest, Management Fee and other costs and fees with respect to
any co-investment, and such charges could be different from the Carried Interest, Management Fee or
other costs and fees charged to investors in the Fund. As a result of these differences, the returns to the
Limited Partners could differ from the returns to the co-investors. In particular, such investors’ net returns
with respect to Co-Investment Opportunities could differ from Limited Partners’ net returns with respect
to the Fund, particularly for those investors in Co-Investment Opportunities whose investment will not be
subject to any (or will be subject to reduced) Management Fees or Carried Interest payable to Tap Root
Capital or its affiliates. Co-investors will typically bear their pro rata share of fees, costs and expenses
related to their co-investments and could be required to pay their pro rata share of Broken Deal Expenses
(as defined below) related to potential co-investments that they have committed to make but that are not
consummated.

Item 5.B. Payment of Management Fees

Pursuant to the terms of each Fund’s Governing Documents, Tap Root Capital is authorized to deduct
Management Fees on a quarterly basis. The Management Fee may be paid out of capital contributions of
the Limited Partners, by application of otherwise distributable proceeds or available cash or assets or
reserves of the Fund, which will reduce the unpaid commitments of the Limited Partners, or with the
proceeds of any indebtedness incurred by the Fund.

Item 5.C. Other Fees & Expenses

Other Fees and Compensation to the Adviser and its Affiliates

The Funds are expected to invest in Target Sponsors (a) which may engage the Firm’s affiliated broker-
dealer, SevenPoint Partners LLC (“SevenPoint”) for various services, including placement agent services
and other broker-dealer services or (b) with which SevenPoint has a contractual arrangement. In
connection with such engagement of SevenPoint, such Target Sponsors and their investment vehicles are
expected to pay SevenPoint fees, such placement agent fees, investment banking fees, advisory fees or
other fees paid. Such fees will not offset the Management Fee. See Item 10: Other Financial Industry
Activities and Affiliations for additional information regarding SevenPoint.

In return for “Target Sponsor Seed Investments” (as described in Fund Governing Documents), Tap
Root Capital and its affiliates obtain interests in or entitlements to the revenue generated by such Target
Sponsors in respect of, among other things, Management Fees, transaction fees, Carried Interest and

capital transactions, a Target Sponsor fund investment and/or Target Sponsor general partner investment
in such Target Sponsor. These fees and interests constitute investment returns to the Funds; however, Tap
Root Capital and its affiliates earn Carried Interest with respect to such amounts, (as described further in

Item 7: Types of Clients

Tap Root Capital provides or may provide investment advisory and management services to its affiliated
Funds, Co-Investment Vehicles, Continuation Vehicles, and Friends and Family Vehicles as described
above. The Funds are offered only to “accredited investors,” as defined in Rule 501(a) of Regulation D
under the Securities Act of 1933 (the “Securities Act”), and to “qualified purchasers,” as defined in
Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), as applicable based on Fund Governing Documents. This amount may vary depending on the terms
set forth in each Fund’s Governing Documents and the discretion of the General Partner, who retains the
right to waive the stated minimum investment amount.

Tap Root Capital’s Clients rely or expect to rely on certain exclusions and exceptions from the definition
of “investment company” in the Investment Company Act. Accordingly, none of Tap Root Capital’s
Clients are registered as investment companies with the SEC.

Investors in the Funds generally include high net worth individuals, family offices, and institutional
investors such as foundations, endowments, and state retirement systems. These investors qualify as
“accredited investors,” “qualified clients,” and, where required by the applicable exemption, “qualified
purchasers” under the Securities Act of 1933, the Advisers Act, and the Investment Company Act,
respectively.