Tribe Capital Management LLC

Item 5. Fees and Compensation

The Adviser receives Advisory Fees and Carried Interest (each as defined below) from the Funds and
Firstlook Vehicles. A Fund and/or its portfolio companies may also from time to time make other
payments to the Adviser or its affiliates for services provided to the portfolio companies which, in
certain circumstances, may reduce the Advisory Fees payable to the Adviser. Additionally, consistent

with their Organizational Documents, the Funds and Firstlook Vehicles bear certain out-of-pocket
expenses incurred by the Adviser in connection with the services provided to them and/or their
portfolio companies. Further details about such fees and expenses are set forth below.

Advisory Fees

As compensation for investment supervisory services rendered to the Funds and Firstlook Vehicles,
the Adviser receives an advisory fee (an “Advisory Fee”) calculated based on the Fund’s committed
capital. The Advisory Fees billed to and received from the Funds are ongoing and payable quarterly
in advance. The Advisory Fee billed to and received from each Firstlook Vehicle is generally a one-
time, upfront management fee, paid at the time of commitment.

Advisory Fees have in the past been reduced and may in the future be reduced during the life of a Fund.
Advisory Fees paid by a Fund may also be reduced by other fees or compensation received by the
Adviser or its affiliates that relate to such Fund’s activities and investments, or by certain
organizational or other expenses borne by such Fund, as described in more detail below. Advisory Fees
paid by a Fund and Firstlook Vehicle are borne directly or indirectly by investors in such Client.

The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund and
Firstlook Vehicle are established by the Adviser and are set forth in each such Client’s Organizational
Documents, which are received by investors prior to investment in the Client. The Advisory Fees and
other fees and distributions described herein are generally subject to modification, deferral, waiver or
reduction by the Adviser in its sole discretion. A deferral or waiver does not obligate the Adviser to
defer or waive fees in the future. The fee structures described herein may be modified from time to
time. Unless otherwise agreed with a Fund’s investors, Advisory Fees will continue to be payable
during any term extensions.

The Advisory Fees paid by a Fund will generally be reduced by the amount of any fees (not expenses)
paid by the Funds to persons acting as a placement agent in connection with the offer and sale of
interests in the Fund to prospective investors or such placement agent fees will otherwise be borne by
the Adviser. Furthermore, fees and expenses incurred by the Adviser in connection with the
organization of a Fund are capped at a limit specified in each Fund’s Organizational Documents, which
limit may be exceeded with the consent of the Fund’s advisory board.

Certain investors in a Client, including, for example, the applicable General Partner or Manager, its
affiliates and their personnel and supervised persons (including any related entity established by any
of the foregoing), strategic investors, third-party service providers, such as placement agents and law
firms, and certain “friends and family,” pay reduced or no advisory fees or carried interest at the
discretion of the applicable Client’s Sponsor (though these investors generally pay their pro rata share
of certain expenses incurred by such Clients).

Subject to the terms of a Client’s Organizational Documents, a portion of the amount of any directors’
fees or consulting fees, break-up fees or equivalent compensation (collectively, the “Fees Subject to
Offset”), whether in cash or in kind, received by the General Partner, the Adviser, a member of the
General Partner (so long as he is a member thereof) or an employee of the Adviser (so long as he is an
employee thereof) from any portfolio company of a Fund (other than direct reimbursement of out-of-
pocket expenses) are subject to offset against and reduce the Advisory Fee paid by such Fund. To the
extent a reduction relates to more than one Client, the Fees Subject to Offset will be allocated among
the applicable Clients in proportion to their interest in the relevant portfolio company. Generally, the

portion of Fees Subject to Offset allocable to capital invested by Firstlook Vehicles or third-party co-
investors will be retained by the Adviser and such amounts will not offset any Advisory Fee. The
Adviser has in the past received, and may in the future receive, Fees Subject to Offset, which fees may
be substantial. In such cases, there may not an independent third-party involved to act on behalf of the
relevant portfolio company. Therefore, a conflict of interest may exist in the determination of any such
fees and other related terms in the applicable agreement with the portfolio company.

Fees Subject to Offset do not include fees received by any individual whose primary relationship with
a General Partner and the Adviser is as a mere “venture partner”, “entrepreneur-in-residence”,
“executive-in-residence”, consultant, contractor, or adviser (as those terms are generally understood
in the venture capital and private equity industries), even if such individual technically qualifies as an
“employee” of the Adviser or such General Partner under applicable law. In addition, for certain of
the Funds, the percentage of compensation that would otherwise be treated as Fees Subject to Offset
and fully reduced against the management fee may be reduced and offset at lesser rate in accordance
with the Organizational Documents. From time to time the Adviser may maintain the amounts
associated with Fees Subject to Offset in accounts that bear interest before such amounts are offset.
Any such interest is not considered “Fees Subject to Offset” and does not reduce the Advisory Fees or
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Item 7. Types of Clients

The Adviser currently provides investment supervisory services to Funds and Firstlook Vehicles and
other investment vehicles as described in Item 4. Investment advice is provided directly to the Clients
(subject to the direction and control of the Sponsors of the Client) and not individually to investors in
the Clients.

Interests in the Funds and Firstlook Vehicles are offered pursuant to applicable exemptions from
registration under the Securities Act and the 1940 Act. Investors in the Funds are generally “qualified
purchasers” as defined in the 1940 Act, and include, among others, endowments, pension and profit
sharing plans, banks, fund-of-funds, sovereign wealth funds, high net worth individuals, trusts, estates,
corporations, limited partnerships and limited liability companies or other entities. In some cases, the
Funds and Firstlook Vehicles accept “accredited investors” who do not meet the definition of “qualified
purchasers,” including knowledgeable employees and other individuals.

The Adviser does not currently have a minimum size for a Fund or Firstlook Vehicle.

The Adviser does not currently but may in the future provide non-discretionary investment advisory

services to Tribe SPACs and their sponsors. Individuals affiliated with the Adviser may also serve as
executive officers and board members of Tribe SPACs that have not yet completed their initial public
offering.