Two Sigma Ventures LP

Item 5. Fees & Compensation
Subject to the terms of the relevant Governing Documents of a Client, the Adviser generally receives a
management fee or other asset-based fee (“Management Fee”) and/or incentive-based compensation,
which may be in the form of a fee or an allocation based on realized profits (the “Carried Interest”). In
addition to Management Fees and Carried Interest, and consistent with each Client’s Governing Documents,
Clients bear certain out-of-pocket expenses incurred by the Adviser in connection with the services
provided to the Clients and/or their portfolio companies. Further details about such fees and expenses are
set forth below. Expenses charged to a Client are subject to negotiation and adjustment, and the description
below is not intended to be exhaustive.

The Adviser may and from time to time does share compensation it receives, in whole or in part, with any
other person, including Two Sigma Affiliates and service providers to a Client.

A.      Asset-Based Compensation

As described further in the relevant Governing Documents, the Adviser generally receives an annual
Management Fee from each Client as compensation for investment supervisory services rendered to that
Client. The precise amount of, and the manner and calculation of, the Management Fees for each Client
are established by the Adviser and are set forth in such Client’s Governing Documents. The Management
Fee is typically based on a percentage of either the Client’s aggregate capital commitments or on the capital
contributions due from a Client’s Investors for the full contractual term. Management Fees may also be
based on a percentage of the Client’s aggregate capital commitments during the investment period (i.e., the
period during which a Client may make new investments), and thereafter based on a percentage of the lower
of cost basis or the net asset value of the Client’s portfolio investments. Management Fees are typically
payable quarterly, in advance. As a result, with certain exceptions, Client Governing Documents do not
generally provide that Management Fees will be calculated and charged on a basis that is tied to the Client’s
then-current net asset value, and the amount of Management Fees generally will not correspond with
fluctuations in a Client’s net asset value or be reduced in connection with any investment write downs, sales
of investments or distributions of assets or proceeds. A Client’s Governing Documents will set forth the
full list of terms under which Management Fees will be reduced, offset or otherwise limited, and
consequently Investors should expect to bear the full specified Management Fee rate indicated in the
Governing Documents unless and until they are reduced in the circumstances and on the date(s) specified
therein. The Adviser (or its affiliates, as applicable) in its sole discretion may waive, reduce and/or modify
(or calculate differently) the Management Fee for certain Clients and does so from time to time for certain
Investors in its Clients (including principals and employees of the Adviser or any Two Sigma Affiliates)
both voluntarily and on a negotiated basis with selected Investors via side letter and other arrangements,
which are not typically disclosed to other Investors in the same Client.

Management Fees vary Client by Client and are generally payable quarterly in advance. Additionally,
certain Investors, by virtue of their, or their affiliates’, ownership interest in the Adviser, may be entitled
to receive a percentage of the Management Fees. The fee structures described herein may be modified
from time to time. Fees may differ from one Client to another, as well as among Investors in the same
Client. Clients may pay different Management Fee rates and certain Clients do not pay Management Fees.

If specified in the applicable Governing Documents, Management Fees may be reduced, but not below
zero, by certain Other Fees (as defined in “Other Fees and Expenses” below.)

B.      Performance-Based Compensation

As described under “Item 6. Performance-Based Fees and Side-by-Side Management,” the Adviser is
generally entitled to a Carried Interest on realized and/or unrealized profits of a Client’s investment
portfolio.

As set forth in a Client’s applicable Governing Documents, the Adviser generally will receive a Carried
Interest with respect to a Client. The Carried Interest distributed to the Adviser is generally subject to a
potential giveback at the end of the life of a Client if the Adviser has received excess cumulative
distributions. The Adviser (or its affiliates, as applicable) in its sole discretion may waive, reduce and/or
modify (or calculate differently) the performance-based compensation for certain Clients and certain
Investors in its Clients (including principals and employees of the Adviser or any Two Sigma Affiliates).
The Carried Interest may differ from one Client to another, as well as among Investors in the same Client.
The Adviser, in its sole discretion may share all or any portion of the performance-based compensation
with respect to any Client with any other person or entity including its affiliates, their personnel or
employees. The existence of performance-based compensation has the potential to create an incentive for
the Adviser to make more speculative investments on behalf of a Client than it would otherwise make in
the absence of such arrangement, although the Adviser generally considers performance-based
compensation as a better alignment of its interests with those of Investors.

The Adviser has in the past allowed and expects in the future to allow certain employees of the Adviser or
Two Sigma Affiliates to invest in one or more Clients as Investors. Such Investors generally do not pay
Management Fees or Carried Interest.

Additionally, as further described in the Governing Documents of each applicable Client, it is the Adviser’s
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Item 7. Types of Clients
As noted in “Item 4. Advisory Business” above, the Adviser provides advisory services to Clients that are
private investment funds, consisting of commingled vehicles and funds of one (which may be organized as
domestic or foreign partnerships, corporations, incorporated or unincorporated entities, or other similar
entities), corporations, or similar structures. With respect to the Funds advised by the Adviser, investment
advice is provided to the relevant Fund and not individually to each of the Investors in the Funds.

The Funds advised by the Adviser generally admit Investors that are both “accredited investors” as
defined in Section 501(a) of Regulation D under the Securities Act and “qualified purchasers” under
the 1940 Act. The Investors participating in these Funds generally include individuals, other investment
entities, public and corporate pension funds, foundations, family offices, university endowments, family
offices, trusts, estates or charitable organizations or other business entities and, directly or indirectly,
principals or other employees of the Adviser and the Two Sigma Affiliates, members of their families or
other service providers retained by the Adviser. Although participation in a Client by the Adviser, the Two
Sigma Affiliates, and their affiliates and personnel will vary from Client to Client, the Adviser expects that
such participation will continue and will represent a significant proportion of certain Clients.

Applicable investment minimums (if any) and investor eligibility requirements are stated in a Client’s
Governing Documents. The Adviser has the discretion to waive, reduce or modify any investment
minimums, depending on the complexity and nature of the advisory services provided, subject to certain
limitations in accordance with applicable law or regulation.

Investors should be aware that potential and actual conflicts of interest may occur between Clients, on the
one hand, and the Adviser, on the other. Clients and the Investors thereof should evaluate certain potential
conflicts of interest carefully before engaging the Adviser’s services. Please also see “Conflicts of Interest”
in “Item 8. Methods of Analysis, Investment Strategies & Risk of Loss.”