Upper90 Capital Management LP

Item 5: Fees and Compensation

          Upper90 serves as the investment manager of each Fund. As compensation for our advisory services,
Upper90 receives from each Fund a management fee based on assets under management or capital commitments
and a performance-based carried interest (which we refer to as carried interest). The management fees, depending
on the Fund, range from 0.0% to 1.75% per annum. Fees are calculated and collected quarterly, either in arrears
or in advance as set forth in the applicable offering documents. Management fees are based on either (i) the value
of each limited partner’s capital account (calculated by the Funds’ third-party administrator (an “administrator”)
or (ii) the value of each limited partner’s or non-managing member’s, as applicable, capital commitment, in each
case as set forth in such Fund’s governing documents. If a Fund is managed by Upper90 for less than a full fiscal
quarter, a pro rata portion of the management fee will be paid out of any capital contributions made to the Fund
based on the actual number of days remaining in such partial fiscal quarter. Upper90 has the right to waive or
reduce our management fee with respect to any investor in our Funds.

         The General Partner (as defined below) of each Fund shall be paid carried interest equal to 0% to 25%, as
set forth in the applicable offer documents, of the net profits in excess of the applicable preferred return as
distributions are made to the limited partners or non-managing members, as applicable. Carried interest for a Fund
may be subject to a preferred return for limited partners on realized investments and net investment income
distributions as set forthin an applicable offering document. These carried interests are allocated to the capital
account of each partner during such fiscal year and will be reallocated to the capital account of the Fund’s General
Partner as set forth in Item 10 below. Each General Partner has the right, in its sole discretion, to periodically waive
or reduce the carried interestfor certain limited partners without exercising the right for other limited partners.
Please refer to each Fund’s private placement memorandum for additional detail regarding management fees and
carried interest.

         Each Fund will pay all fees and expenses incurred by or on behalf of such Fund in connection with the
offering of Interests and the organization of the Fund and the General Partner, including, without limitation, legal,
accounting, tax, marketing and other organizational and offering expenses (“Organizational Expenses”) incurred
in connection with establishing such Fund or offering its interests to prospective investors. A Fund’s Management
fees will be reduced by 100% of certain fee income and other income received by Upper90 or its affiliates, as set
forth in the applicable offering documents. Some Funds have a limit (the “Organizational Expense Cap”) on the
total amount of Organizational Expenses incurred and paid by the Fund; Upper90 or the General Partner or their
respective affiliates will bear any Organizational Expenses in excess of the applicable Organizational Expenses
Cap. Any applicable cap will be disclosed in such Fund’s governing documents.

        The Funds, other than as set forth in the immediately preceding paragraph, bear their own operating and
other expenses (for each Fund, “Fund Expenses”), including, but not limited to, (i) investment-related expenses,
whether relating to investments that are consummated or unconsummated (e.g., brokerage, prime brokerage and
futures commission merchant fees, commissions and expenses; due diligence costs; investment banking fees;
sourcing or finder’s fees (which may include a fixed fee retainer, or a fee with a management fee component and/or
a performance fee component); custodial fees; bank service fees; interest expense; consulting, appraisal and other
professional fees (including investment bankers’, attorneys’ and accountants’ fees); investment-related travel and
lodging expenses (subject to the Upper90’s internal travel policies and procedures) and other expensesrelated to

the purchase, monitoring, sale, settlement, custody, transmittal or valuation of Portfolio Investments (ii) research-
related expenses (including, without limitation, news and quotation equipment and services, marketdata services,
third-party research consultant services, data providers and analytic services); (iii) investment-related computer
hardware and software expenses (including order management and other systems) and data licensing expenses
(e.g., Bloomberg and pricing feeds); (iv) expenses related to portfolio and risk management products and
services(including, without limitation, expenses related to portfolio and risk management software); (v) the costs of
organizing and maintaining, and expenses incurred by and relating to, any subsidiaries of any Fund, special
purpose vehicles and/or alternative investment vehicles (“AIVs”); and (vi) operational expenses; legal and
compliance expenses; professional fees (including, without limitation, expenses of consultants, valuation firms,
attorneys, accountants, public relations firms and other experts); expenses related to regulatory and compliance
filings, licenses, registrations and fees associated with a Fund and its investment activities (including, without
limitation, expenses related to consulting services, software and systems in connection with such filings), e.g.,
Form PF and similar filings; the costs and expenses incurred in connection with any indebtedness of the Fund and
its subsidiaries, special purpose vehicles and/or AIVs (including, without limitation, the costs of establishing such
indebtedness and loan administration costs); accounting, audit and tax compliance and preparation expenses
(including, without limitation, accounting-, audit- or tax-related computer hardware and software); expenses
...

Item 7: Types of Clients

         Upper90’s Funds are typically organized as either Delaware limited partnerships or Delaware limited
liability companies. A Fund may invest in multiple portfolio investments or may be formed for the sole purpose
of investing in a single portfolio company through a Co-Investment Vehicle. In each instance, a Co-Investment
Vehicle is formed for the limited purpose of enabling a single investment in a portfolio company to be held by
the Co-Investment Vehicle for a finite period of time. The offering documents of a Co-Investment Vehicle may
range in detail such as denoting the actual investment name, or a detailed description of the investment and any
relevant disclosures. In the future, we may also manage an exempted feeder fund whose shares would be offered
to qualified non-U.S. investors and tax-exempt U.S. investors. Investment in any Fund is designed only for
sophisticated persons who are accredited and qualified investors (and in the case of Fund II, Fund III and Fund III
Parallel, qualified purchasers), and those who are able to bear the total loss of their capital contribution to the Fund.

          A Fund’s limited partners or non-managing members, as applicable, include, but are not limited to,
individuals, trusts, investment advisers, pension and profit-sharing plans, charitable organizations and business
entities. In order to be eligible to invest in our Funds (other than Fund II, Fund III, Fund III Parallel, the eCommerce
Fund and certain SPVs) an investor must be an “accredited investor” within the meaning of Regulation D under
the Securities Act of 1933 and a “qualified client” within the meaning of the Advisers Act. In order to be eligible
to invest in Fund II, Fund III, Fund III Parallel, the eCommerce Fund and certain SPVs, an investor must be an
“accredited investor” within the meaning of Regulation D under the Securities Act of 1933, a “qualified client”
within the meaning of the Advisers Act and “qualified purchaser” within the meaning of the Investment Company
Act of 1940 (the “Company Act”). Each investor in Upper90’s Funds is required to represent that their investment
in such Fund is being acquired for their own account, for investment, and not for resale or distribution. Investments
in Upper90’s Funds are suitable only for sophisticated investors for whom an investment in our Fund does not
constitute a complete investment program and who fully understand, are willing to assume, and who have the
financial resources necessary to withstand the risks involved in our Funds’ specialized investment program and to
bear the potential loss of their entire investment in those investments. The minimum initial capital commitment
in Upper90’s Funds ranges from $10,000 to $500,000, though individual commitments of lesser amounts may be
accepted at the discretion of the applicable General Partner.
         Upper90 or a Fund’s General Partner may, on behalf of the Funds, enter into separate agreements,
commonly referred to as “side letters” (each, a “Side Letter”), or other similar agreements with a particular investor
in connection with its admission to the Fund without the approval of any other investor. Such occurrence would
have the effect of establishing rights under, or supplementing the terms of, the applicable Fund’s operating
agreement with respect to such investor in a manner more favorable those applicable to other investors. Such rights
or terms in any such Side Letter or other similar agreement may include, without limitation: (i) reporting
obligations, (ii) lower fees, (iii) waiver of certain confidentiality obligations, (iv) “most favored nation” provisions,
(v) priority access to one or more co-investment opportunities or (vi) rights or terms requested or necessary in light
of particular investment, legal, regulatory or public policy characteristics of an investor.

        The General Partners of the Main Funds, the eCommerce Funds and certain SPVs have entered into Side
Letters with respect to certain investors in accordance with the operating agreement of such Fund or SPV. For the
Main Funds, these investors receive a lower carried interest rate (or a waiver of any carried interest), a lower
management fee rate (or a waiver of any management fees) and/or priority access to the co-investment
opportunities of Fund I, Fund II,Fund III, Fund III Parallel and as applicable. For the eCommerce Fund and certain
SPVs, these investors receive a lower carried interest fee rate (or a waiver of any carried interest) and/or a lower
management fee rate (or a waiver of any management fees).These arrangements for the Main Funds, the
eCommerce Fund and certain SPVs are also disclosed in the private placement memorandum and the governing
documents of such Fund or SPV; for additional details on these arrangements please consult the applicable
governing documents for the Fund or contact investor.relations@upper90.io.