XN LP

Item 5: Fees and Compensation
General
XN provides investment advisory services to each Client pursuant to each Client’s Governing
Documents which set forth in detail the fee structure relevant for such Client. A summary of such
fees is provided below. The applicable fee structure and expenses may vary among each Fund or
series, sub-series and tranches of interests within a Fund. Investors and prospective investors are
advised to review a relevant Fund’s Governing Documents for a more comprehensive discussion of
the applicable fees and expenses.

Management Fee
XN is entitled to receive a management fee from the Exponent Fund, the Vector Fund and the
Amplify Fund for its services (the “Management Fee”) thereto, quarterly in advance, generally
(unless otherwise specified for certain series, sub-series and tranches of interests in the applicable
Client’s Governing Documents) equal to one-fourth of the product of 1.50% and the balance of each
capital account of each investor therein as of the first calendar day of each quarter, without taking
into account the estimated “accrued” Incentive Allocation (as defined below), if any and the balance
of each capital account of each investor is decreased by a corresponding amount. The Co-
Investment Funds are generally not subject to a Management Fee (unless otherwise specified for
certain interests in the applicable Client’s Governing Documents).

For purposes of calculating the Management Fee, the Exponent Fund’s, the Vector Fund’s and the
Amplify Fund’s assets and liabilities are valued in accordance with XN’s valuation policies and
procedures, as the same may be amended from time to time; provided, that certain investments of
the Exponent Fund and the Vector Fund designated by XN as “special investments” or “pe
investments” are valued at the lower of cost basis or fair value in accordance with XN’s valuation
policies and procedures, as described in the applicable Governing Documents.

At the sole discretion of XN, the Management Fee may be waived, reduced or calculated differently
with respect to the capital account(s) of any investor. The Main Fund General Partner’s and Amplify
General Partner’s capital account(s) are not debited with any Management Fee. Interests in the
Exponent Fund, the Vector Fund and the Amplify Fund issued to the Principal or other XN-related
investors, including any other member, partner, advisor, officer or employee of the Main Fund
General Partner, XN or an affiliate thereof, any member of the immediate family of such a person,
and any trust or other entity for the benefit of such a person, or any charitable foundation,

organization or trust established or directed by such a person (including donor-advised funds or
other estate planning vehicles), and any “c-suite” level executive officer of a current, prospective or
past portfolio company of the Fund, that invests directly or indirectly in the Exponent Fund and the
Vector Fund (collectively, the “XN-Related Investors”) are also not subject to a Management Fee.

Incentive Allocation
Generally, at the end of each fiscal year, XN is entitled to earn an incentive allocation (the “Incentive
Allocation”) from the Exponent Fund, the Vector Fund and the Amplify Fund determined separately
with respect to each capital account established for an investor therein (a separate capital account
will be established in respect of such capital contribution by an investor). The Exponent Fund, the
Vector Fund and the Amplify Fund offer several series, sub-series and tranches of interests into
which prospective investors may invest, as further described in the applicable Governing
Documents. The Incentive Allocation amounts charged to investors in the Exponent Fund, the
Vector Fund and the Amplify Fund are determined by the terms specific to the series, sub-series
and tranche of interests in which each such investor invests but generally range from 17.5%-20%
of profits in certain series, sub-series and tranches of interests with no hurdle rate and may be higher
in certain series, sub-series and tranches of interests that include a hurdle rate and may be lower in
certain series, sub-series and tranches of interests that have a multi-year crystallization period.
Therefore, the specific Incentive Allocation amounts charged to investors are determined by the
specific series and tranches of interests selected by the investor and the investments of the Exponent
Fund. the Vector Fund and the Amplify Fund in which the capital account of the specific investor
participates (which, for the avoidance of doubt, differs among capital accounts as a result of
variables including, without limitation, the timing of the specific investor’s contribution to that
capital account and the percentage of such contribution that is available from time to time for
investments designated by XN as “special investments”).

For example, for certain series and tranches of interests of the Exponent Fund and the Vector Fund,
the Incentive Allocation allocated in respect of the specific investor’s capital account is an amount
equal to the result of (i) the applicable Incentive Allocation rate multiplied by (ii) the amount of the
net capital appreciation allocated to such capital account for such fiscal year, reduced by the
Management Fee debited to such capital account for such fiscal year, taking into account any gains
or losses from investments designated by the Investment Adviser to be “special investments” that
have been realized or deemed realized and “special investment income,” but reduced to the extent
of any balance in such capital account’s “loss recovery account.” Certain other series and tranches
of interests of the Exponent Fund and the Vector Fund are subject to a “progressive incentive
allocation,” pursuant to which the Incentive Allocation rate in respect of such interests increases
based on the rate of return of the capital accounts established in respect of such interests for such
...

Item 7: Types of Clients
XN provides investment management services to Clients as described above and not to investors
thereof. Also as noted, XN may in the future provide investment management services to additional
managed accounts and public or private vehicles.

Each Client’s Governing Documents set forth the eligibility requirements and minimum
subscription amounts applicable to such Client, which may vary by series, sub-series and/or tranche.
The minimum subscription amount may be, and often is, waived by XN for certain investors in
XN’s sole discretion, including, without limitation, for subscriptions by members, shareholders,
partners, officers, employees and affiliates of XN, members of the immediate families of such
persons and trusts or other entities established by them or for their benefit. Each investor in an XN
Client generally must be (i) an “accredited investor,” as defined in Regulation D under the Securities
Act, and (ii) either a “qualified purchaser,” as defined in the U.S. Investment Company Act of 1940,
as amended (the “Company Act”), or a “knowledgeable employee,” as defined under Rule 3c-5 of
the Company Act, and must meet other suitability requirements.