US Innovative Technology Capital Management LLC

FEES AND COMPENSATION

Certain of the Funds will pay USIT a quarterly management fee and allocate to the General Partners a
performance-based carried interest of an agreed upon amount, which are described in greater detail in the
Funds’ governing documents. The amount such compensation was agreed upon by the Funds, USIT and
the General Partners, and is set out in the investment management agreement between the Funds and USIT
(in the case of USIT’s management fee) and in the Funds’ governing documents (in the case of the General
Partners’ carried interest).

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For management of the Funds, USIT generally will be entitled to receive a quarterly management fee,
payable in advance and equal to two percent (2%) per annum of the aggregate commitments of each
applicable Fund’s investors (other than certain affiliated partners, as determined by the General Partner),
until the earlier of (i) the date when all of the capital commitments of the Funds’ limited partners (other
than certain affiliated partners, as determined by the General Partner) have been invested in Portfolio
Companies or used to pay Fund expenses, and (ii) the fifth anniversary of the Funds’ effective date (or
earlier upon the occurrence of certain events described in the Funds’ governing documents). Thereafter,
USIT generally will be entitled to receive a quarterly management fee, payable in advance, equal to one
and one-half percent (1.5%) per annum of the aggregate commitments of the Funds’ investors (other than
certain affiliated partners, as determined by the General Partner and as otherwise agreed with certain
investors pursuant to side letter arrangements). The General Partners may, in their sole discretion, designate
certain partners in the Funds as affiliated partners that may be exempted from all or some portion of the
management fee.

To the extent USIT or any of its affiliates earns certain types of other fees from Portfolio Companies, such
fees will generally be applied to reduce the subsequent installments of the management fee, subject to
reimbursement first of USIT or its affiliates for any balance of unreimbursed Fund expenses paid by USIT
or its affiliates.

Management fees are paid by capital contributions from investors to the Funds pursuant to draw down
notices delivered by the General Partners out of the total amount of capital an investor agrees to contribute
to the Funds (i.e., an investor’s “capital commitment”), borrowings by the Funds or are paid out of cash
that is otherwise distributable to the investors in the Funds, including cash held by the Funds after the
disposition of a portfolio investment and before the proceeds are distributed to investors (i.e., deducted
from the assets of the Fund). Management fees may also be paid out of cash reserves of the Funds.

The General Partners are also entitled to performance-based compensation from the Funds, as described in
“Performance-Based Fees and Side-by-Side Management” below.

Investors and prospective investors should carefully review the governing documents of the Funds
for further information about the fees charged to investors. Such documents are available only to
current investors or prospective investors who are eligible to invest in such entities, as determined in
the sole discretion of USIT.

Co-Investor Fees. Under certain circumstances, USIT and/or the General Partners may (or may not) in
their discretion: (i) receive performance-based compensation, management fees or other similar fees from
co-investors, and USIT and/or the General Partners may make an investment, or otherwise participate, in
any vehicle formed to structure a co-investment to facilitate, among other things, receipt of such
performance-based compensation, management fees or other similar fees; and (ii) collect customary fees in
connection with actual or contemplated Portfolio Company investments that are the subject of such co-
investment arrangements. See “Types of Clients – Co-Investments,” below.

Transaction Fees and Compensation. In connection with the investments made by the Funds and the co-
investors, various transaction fees are expected to be paid to the General Partners or one or more of their
affiliates by Portfolio Companies or other third parties. Subject to the terms of the applicable transaction,
such fees may include (i) directors’ fees, financial consulting fees or advisory fees paid to the General
Partners (or one or more of their affiliates) by a Portfolio Company with respect to any investment in such
Portfolio Company; (ii) any transaction fees paid to the General Partners (or one or more of their affiliates)
by a Portfolio Company with respect to any investment in such Portfolio Company; and (iii) break-up fees
with respect to Funds transactions not completed that are paid to the General Partners (or one of more of

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their affiliates) by any proposed Portfolio Company. The receipt of fees and other compensation by the
General Partners and their affiliates in connection with investments made by USIT’s clients creates a
potential conflict of interest, as it could be seen as providing an incentive for USIT to cause its clients to
make investments they would not otherwise make, or for structuring investments for the purpose of helping
the General Partners and/or their affiliates obtain fee compensation at the expense of the deal terms accorded
to USIT’s clients. To mitigate this potential conflict of interest, USIT and its affiliates will (with limited
exceptions) apply any such fees or other compensation that they may receive to offset any management
fees payable by the Funds to USIT, as further described in the Funds’ governing documents.

Other Fees and Expenses. The Funds will reimburse the General Partners for the Funds’ and their
affiliated entities’ pro rata share of organizational and startup expenses, including travel, printing, legal,
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TYPES OF CLIENTS

USIT provides investment advice exclusively to the Funds (and certain co-investors that may invest
alongside the Funds). USIT and its affiliates have entered into separate agreements, commonly referred to
as “side letters,” with certain investors, which have the effect of establishing rights under, altering, or
supplementing the terms (including the economic terms) of the governing documents of the Funds, in a
manner more favorable to such investor than those applicable to other investors in the Funds. Such rights
or terms pursuant to such agreements may include, without limitation, reduced fees, access to additional
information, more favorable liquidity terms and rights to co-investment opportunities, or other rights or
terms deemed necessary in light of particular legal, regulatory or tax characteristics of an investor.

Interests in the Funds are offered privately to a limited number of sophisticated investors, including
institutional investors (for example, public and private pension funds, governmental plans, insurance
companies, banks, and funds of private equity funds, etc.) and other investors who qualify to invest in the
Funds because they have a sufficiently high income or net worth (for example, entities with at least $25
million in investments). The General Partners generally impose a minimum capital commitment of $10
million in connection with investing in the Funds although such minimum may be waived in the discretion
of the General Partner(s).

USIT may, in its sole discretion, provide or commit to provide opportunities to co-invest alongside the
Funds to one or more limited partners in the Funds and/or other persons, in each case on terms to be
determined by the General Partners in their sole discretion. It is anticipated that such co-investors will also
primarily consist of sophisticated investors of the type described above.

USIT will be under no obligation to provide co-investment opportunities and may offer a co-investment
opportunity to one or more categories of co-investors, including to strategic partners, without offering such
opportunity to other categories. Co-investments will generally be made, at the investment level, on
economic terms substantially no more favorable to co-investors than those on which the Funds invest and
any such co-investment generally will be sold or otherwise disposed of at substantially the same time (and
in the case of a partial disposition, in substantially the same proportion) as the Funds’ disposition of its
interest in such investment and on economic terms at the investment level substantially no more favorable
to such co-investors than to the Funds.

         METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

USIT’s investment program focuses on making privately negotiated venture capital investments in growth
and early-stage Portfolio Companies in the United States that are engaged in the development of technology
with application to both the defense industry and the commercial sector. USIT focuses on Portfolio
Companies that it believes demonstrate potential across various areas of concentration, such as quantum
computing, cloud computing, drone technology, artificial intelligence, autonomy, space, direct energy
weapons and satellites. The Funds make primarily non-control investments in Portfolio Companies in

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various stages of their capital development, including providing “acceleration capital” or initial startup
capital.

USIT has, and may from time to time, appoint members to an investment committee (the “Investment
Committee”), and may engage national security advisers and/or critical technology advisers, which provide
non-binding advice to USIT and/or the General Partners, for example, with regard to due diligence,
execution, post-investment value-creation, risk management and monitoring, and/or other matters. The
General Partners work with industry participants and performs fundamental research to assess market trends
and the challenges and opportunities impacting individual segments of these industries. At any point in
time, the General Partners are developing and prioritizing a number of segment strategies and seeking to
identify, and partner with, experienced managers and other industry participants.

After identifying attractive segments of such industries, USIT seeks to identify leading businesses that serve
these segments, with eventual execution of investment decisions through a combination of strategic
investments and acquisitions. For each applicable Portfolio Company investment, USIT seeks to
(i) develop sound, long-term strategic plans to build such Portfolio Company, and (ii) provide management
of such Portfolio Company with the financial, intellectual and human capital necessary to execute these
strategic plans. USIT may consult with the Investment Committee and other advisers in connection with
the foregoing.

The General Partner’s strategic plans often seek to assess market positioning and competitive
differentiation. Key components of such strategic plans often include customer and platform
diversification, geographic extensions, addition of new, complementary capabilities, cost reductions and
efficiency improvements, and management augmentation. Post-acquisition, the General Partner’s team
collaborates with Portfolio Company management in an effort to ensure that performance meets or exceeds
the investment case. The General Partner’s operating model consists of frequent interaction with Portfolio
Company management with the objective of setting targets, meeting strategy objectives and discussing
financial performance.

Investors and prospective investors should carefully review the governing documents of the Funds
for further discussion of its investment objective and strategy. Such documents are available only to
current investors or prospective investors who are eligible to invest in such entities, as determined in
the sole discretion of USIT.
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