Valor Management LLC

Item 5 - Fees and Compensation

Typically, Valor receives a management fee and its affiliated General Partners are allocated carried
interest (as more fully described in Item 6 below) as compensation for providing investment advisory
services to the Funds. Valor’s management fees, carried interest allocations, and terms related to
other compensation payable to Valor and its affiliates are determined by Valor at the time of the
establishment of the relevant vehicle and negotiated with participating investors prior to the time
they invest. Below is a general description of fees, compensation, and expenses of the Funds.
Differences exist from Fund to Fund, and certain Funds may not charge certain fees, compensation,
or expenses that other Funds charge. In addition, certain Funds charge fees, compensation or
expenses that are not described herein. Valor encourages existing and prospective Fund investors to
review the applicable Fund’s Governing Documents for further details regarding fees, compensation,
and expenses. applicable to that particular Fund. In all cases, the specific disclosure in the applicable
Governing Documents supersedes the general disclosure herein.

Management Fee

The amount, timing, and method of calculation of a Fund’s management fee is specified in the Fund’s
Governing Documents. Valor charges each Main Fund, VAAI Fund, and Seed 1.0 a management
fee, generally 2% per annum, although the Opportunity Fund I does not charge a management fee to
existing Valor investors (as defined in its Governing Documents), only to new Valor investors, and
Opportunity Fund II charges a management fee up to 2% per annum (as defined in its respective
Governing Documents).

Certain other Funds have different fee structures, as briefly described in this paragraph. Investors
desiring further information about such Funds should refer to the applicable Governing Documents
of such Funds. The VCI Fund charges a management fee (for the VCI Main Funds) or an
administrative services fee (for the TopCos) that is substantially similar to the management fee of
the VCI Main Funds. Certain Co-Investment Funds charge management fees, certain Co-Investment
Funds offer investors a choice of terms that include management fee and no management fee options
(the General Partner is entitled to a higher carried interest percentage under the no management fee
options), and certain Co-Investment Funds do not charge a management fee, although Valor reserves
the right to charge management fees with respect to any future Co-Investment Fund. Investors in
Valor R&D and Argos are not charged a management fee. The remaining disclosure in this item
relating to fees primarily applies to the Main Funds, the VAAI Fund and Seed 1.0 though, in certain
cases, it is also relevant to other Funds.

Generally, management fees are calculated initially based upon each investor’s capital commitment
for a stated period of time, which is typically the period of time during which each Fund is actively
making investments, and thereafter (or upon the occurrence of certain specified events under the
Governing Documents (such date, the “Stepdown Date”)) any management fees payable are based
upon each investor’s invested capital, subject to various other factors as further described in the
Fund’s Governing Documents. However, Opportunity Fund I’s management fee is calculated based

on an investor’s invested capital and the VCI Fund’s management fee (or equivalent) is calculated
based on acquisition cost Each General Partner has the authority, in its sole discretion, to waive all
or a portion of the management fee for certain investors. Fees related to investing in a Fund are
generally waived for Valor employees and affiliates, strategic advisors, certain portfolio company
executives, and family members and estate planning entities of the foregoing.

As is generally the case in private equity funds, most Governing Documents provide that a Fund’s
management fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Governing Documents, from the effective
date of the relevant Fund until the Stepdown Date, management fees generally will be charged based
on a formula tied to the amount of the relevant Fund’s aggregate capital commitments. Further, after
the Stepdown Date, management fees generally will be charged and calculated based on a formula
tied to the amount of investment contributions and bridge financing contributions made by the
relevant Fund that have not been disposed of or permanently written down in accordance with the
Governing Documents.

Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of investment contributions and bridge financing contributions relating to such investment,
post-Stepdown Date management fees will not be calculated based upon such appreciated value, and
will instead continue to be calculated based on the amount of such investment contributions.
However, where there has been a partial distribution, partial write-down or partial sale of an
investment and the fair market value of such investment following such event exceeds the total
amount of investment contributions and bridge financing contributions relating to such investment, the
Governing Documents do not require management fees after the Stepdown Date to be reduced.
Following the Stepdown Date, the amount of management fees otherwise payable will be reduced
based on the ratio of the fair value of each relevant remaining investment as compared against the
amount of total investment contributions relating to such investment(s).

As a result, the amount of management fees generally will not correspond with fluctuations in a
Fund’s net asset value, including following the investment period, and will not be reduced in
connection with any write-downs (whether temporary or permanent), except in the case of
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Item 7 - Types of Clients

Valor provides portfolio management services to its private fund clients, including: the Growth
Funds, the VSV Funds, the Opportunity Funds, the VAAI Fund, Seed 1.0, Valor Seed, the Co-
Investment Funds, Valor R&D, the VCI Fund, and Argos.

Investors in the Funds must meet certain suitability and other qualifications prior to making an
investment in the Funds. In particular, the Funds limit their respective investors to persons who are
“accredited investors” as defined in the Securities Act of 1933, as amended, and, depending on
whether the investor is expected to pay performance fees and/or the exemption from registration as
an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), being relied upon, “qualified clients” as defined in the Advisers Act and/or
“qualified purchasers” or “knowledgeable persons” as defined in the Investment Company Act. Fund
investors include a broad range of U.S. and non-U.S. investors, including, among others, high net
worth individuals, corporate pension plans, charitable institutions, foundations, endowments, public
pension plans, sovereign wealth funds, trust programs and other U.S. and non-U.S. institutions, as well

as executives of portfolio companies. In addition, employees and other persons associated with Valor
and/or its affiliates are typically investors in the Funds.

The Main Funds’ and VAAI Fund’s stated minimum capital commitment for investors is $5 million
and Seed 1.0’s stated minimum capital commitment for investors is $1 million, but commitments of
less than $5 million and $1 million, respectively, have been, and can be, accepted at the discretion
of the applicable Fund’s General Partner. There was no minimum contribution for investors in any
other Fund.

Co-investment opportunities can be expected to arise whenever Valor has the opportunity for an
investment in an existing or prospective portfolio company and Valor determines that all or a portion
of the applicable opportunity is not required to be offered to, or is not appropriate for, a Fund. Valor
selects the investors that are permitted to co-invest in a particular portfolio company in its sole
discretion based on various factors, including any relevant provisions of the applicable Funds’
Governing Documents and such other factors as Valor considers in its sole discretion, including
those that may be specified from time to time in its policies and procedures on investment allocation
and co-investments as further described in the discussion of co-investment opportunities under the
Conflicts of Interest section of Item 8. Opportunities to invest in a portfolio company are permitted
to be made available to any person or entity, including, without limitation, strategic investors,
lenders, deal sources, other private equity or venture capital firms, Fund investors, other persons or
entities affiliated, associated or otherwise known to Valor or its personnel and unrelated third parties.
The terms of co-investment arrangements vary. For example, some involve investment and disposal
of interests in the applicable portfolio company at the same time and on the same terms as the Fund
that is also invested in the company. However, from time to time, for strategic and other reasons, a
co-investor or co-invest vehicle (including a co-investing Fund or Co-Investment Fund) purchases a
portion of an investment from one or more Funds after such Funds have consummated their
investment in the portfolio company (also known as a post-closing sell-down or transfer), which
generally will have been funded through Fund investor capital contributions and/or use of a Fund
credit facility. Where appropriate, and in Valor’s sole discretion, Valor reserves the right to charge
interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the
purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related
costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be
borne by the relevant Fund.

While one or more investors in the Funds may be invited to co-invest in the Fund’s portfolio
companies, Valor is permitted, in its sole discretion, to offer all or a portion of any co-investment
opportunity to investors that are not investors in one or more of the Funds. Valor also reserves the
right, in its sole discretion, to offer co-investment opportunities to some investors in its Funds while
not offering them to other investors in its Funds, and to cause some Fund investors and/or other co-
investors to bear a management fee and/or carried interest while not imposing a management fee
and/or carried interest (or imposing a different management fee or carried interest) on other Fund
investors and/or other co-investors. In Valor’s sole discretion, some Co-Investment Funds and/or co-
investors may bear all or a portion of certain expenses (e.g., legal and other expenses associated with
a portfolio company investment), while other Co-Investment Funds and/or co-investors do not share
in such expenses. In certain cases, co-investment opportunities may include opportunities to invest
in Fund portfolio companies at a time when there is not a corresponding Fund investment or on
different terms than any Fund investment.