Align Capital Partners LP

ITEM 5 - FEES AND COMPENSATION

        All fee arrangements are disclosed in the relevant Fund offering documents. All investors should
read the offering documents thoroughly before participating in an offering.

        In general, Align receives a management fee and a carried interest in connection with advisory
services. The Advisers or other Align entities or affiliates expect to receive additional compensation in
connection with management and other services performed for portfolio companies of Funds and such
additional compensation as applicable will offset in whole or in part the management fees otherwise payable
to the Advisers. Investors in the Fund(s) also bear certain expenses.

Management Fees

For its services to each Fund, the Adviser receives a management fee (the “Management Fee”) which is
based on a percentage of capital invested or a percentage of capital commitments. With respect to the Funds,
prior to the end of the investment period for each Fund, the Adviser receives a Management Fee based on
a percentage of total capital commitments to the Funds. Either after the investment period or when a
successor fund with objectives similar to the predecessor fund first receives or begins to accrue management
fees, the Management Fee with respect to the Funds is based on percentage of capital invested. Management
Fees paid by each Fund may also be reduced by other fees or compensation received by the Adviser or its
affiliates that relate to such Fund’s activities and investments, or by certain organizational or other expenses
borne by such Fund, as described in more detail below. Management Fees paid by each Fund are indirectly
borne by investors in such Fund.

         The precise amount of, and the manner and calculation of, the Management Fees for each Fund are
established by the Adviser and are set forth in such Fund’s offering documents received by each investor
prior to making investment in such Fund. The Management Fees and other fees and distributions described
herein are generally subject to modification, waiver, or reduction by the Adviser in its sole discretion, both
voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which
may not be disclosed to other investors in the same Fund. The fee structures described herein may be
modified from time to time. Fees differ from one Fund to another, as well as among investors in the same
Fund. The Adviser retains flexibility to structure its compensation from investors.

         From time to time, additional compensation in connection with management and other services
performed for portfolio companies of Funds may be offset in whole or in part the management fees
otherwise payable to the Advisers. While terms differ from one Fund to another, “Transaction Fees”
generally include (but are not limited to and have variations across the different funds): (i) directors’ fees,
consulting fees or advisory fees paid to the General Partner with respect to any Fund investment; (ii)
transaction fees paid to the General Partner with respect to any Fund investment; and (iii) breakup fees with
respect to Fund transactions not completed that are paid to the General Partner, in each case net of certain
expenses (including those described below) as set forth in the relevant Partnership Agreement; but not

including, in any event, any amount received by the General Partner, the Align Operations Group (formerly
named the External Operations Group) (as defined below) or other person from a portfolio company (A) as
reimbursement for expenses directly related to such portfolio company, (B) as payment for services
provided to any portfolio company in the ordinary course of such portfolio company’s business, (C) as
compensation for services provided by the General Partner or other person as an employee of or in a similar
capacity for such portfolio company or (D) as compensation, including fees, incentive equity or other stock
awards, for services rendered by the Align Operations Group (or a member thereof) to a portfolio company
or prospective portfolio company.

        As noted above the External Operations Group, which was exclusively comprised of external
members, was reorganized as the Align Operations Group (“Operations Group”) with the launch of the
Third Fund and is comprised of both internal and external members. The reimbursements referenced above
have changed with the reconfiguration of the group, which is specified in the Offering Documents.

        Various costs and expenses will reduce Transaction Fees (and therefore such amounts will not
reduce the Management Fee), including out-of-pocket costs and expenses (including travel expenses)
incurred by the General Partner in connection with any consummated or unconsummated transaction or in
connection with generating any such Transaction Fees.

        As further described below and in the applicable Memorandum and/or Partnership Agreement
(together “Offering Documents”) of each Fund, the Advisers have the right to retain certain operating
professionals (including persons with whom the Principals may have prior professional relationships) to
provide services to (or with respect to) current or prospective portfolio companies in which one or more
Funds invest. The Operations Group is comprised of both external and internal members., The Operations
Group members would be expected to provide services to portfolio companies, which may include serving
in management or policy-making positions for such portfolio companies. Such Operations Group members
are expected to receive compensation, including but not limited to transaction consulting fees, and no such
compensation will result in additional offsets to the Management Fee.

Carried Interest

         Align will receive a performance fee (sometimes referred to as “carried interest”) based on net
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ITEM 7 - TYPES OF CLIENTS

        Align provides investment advice to the Funds. The Funds may include investment partnerships or
other investment entities formed under domestic or foreign laws and operated as exempt investment pools
under the Investment Company Act of 1940, as amended. The investors participating in the Funds may
include individuals, banks or thrift institutions, other investment entities, university endowments, sovereign
wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations or
other corporations or business entities and may include, directly or indirectly, principals or other employees
of Align and its affiliates and members of their families, Operations Group members or other service
providers retained by Align.

         The Funds generally have a minimum investment amount of between $2 million and $5 million
(specific to each of the Funds Offering Documents), for third-party investors, and interests are offered and
sold solely to qualified purchasers and accredited investors that are also qualified clients (or qualified
knowledgeable Align personnel). Such minimum investment amount may be waived by Align.