American Pacific Group LP

FEES AND COMPENSATION

        Fees generally are paid as set forth in each Fund’s Governing Documents. In general, the
Adviser receives a management fee (“Management Fee”) and the General Partners expect to
receive carried interest in connection with advisory services. APG receives additional
compensation in connection with management and other services performed for portfolio
companies of the Funds and such additional compensation will offset in whole or in part the
Management Fees otherwise payable to the Adviser as disclosed in the applicable Fund’s
Governing Documents. In addition, APG is permitted to receive compensation for management
and other services performed in connection with the co-investments made in portfolio companies
of the Funds, as set forth in the relevant Partnership Agreement(s) and/or Side Letters(s). Investors
in a Fund also bear certain organizational and operating expenses. A summary of the Funds’
anticipated fees and expenses follows, but investors should review the applicable Fund’s
Partnership Agreement for details regarding fee structure and expenses.

Management Fees

       As set forth and more fully described in each Fund’s Partnership Agreement, each Fund
pays the Adviser a Management Fee equal to 2.0% on an annual basis of aggregate capital
commitments of investors that are not designated as “affiliated partners” by the Fund’s General
Partner. Commencing with the first Management Fee payment date after the expiration of the
Fund’s investment period or earlier upon the occurrence of certain events set forth in the applicable
Partnership Agreement and through the final distribution of the Fund’s assets, each Fund’s
Management Fee is expected to be reduced and will equal 2.0% on an annual basis of (i) the

aggregate investment contributions of each Fund’s investors, less (ii) the aggregate amount of
such investment contributions with respect to the portion of each investment that has been
disposed of or completely written-off, in each case with respect to investors not designated as
“affiliated partners.” Installments of the Management Fee payable for any period other than a full
three-month period are adjusted on a pro rata basis according to the actual number of days in such
period. The Management Fee is payable quarterly in advance to the Adviser. Each Fund’s
Governing Documents generally permit APG to waive or agree to reduce Management Fees.

        The Management Fee commences when the Funds begin their investment activities,
regardless of when an investor is actually admitted. Investors participating in a subsequent closing
of a Fund after the initial closing date will generally be assessed Management Fees retroactive to
the beginning of such Fund’s term, with an additional interest-like payment on such amounts. The
Management Fee will be paid out of current income and investment proceeds of each Fund and/or,
in the General Partner’s discretion, from drawdowns that will reduce unfunded commitments.

         As described in each Fund’s Partnership Agreement, each Fund’s Management Fee is
expected to be reduced, but not below zero, by an amount equal to 100% (as may be adjusted
pursuant to the relevant Partnership Agreements) by the transaction fees (“Transaction Fees”) or
a portion thereof attributable to the Fund’s partners not designated as “affiliated partners” (as
described in the Partnership Agreements of the Funds and below under “Other Information”).
Transaction Fees include (i) closing fees, commitment fees, monitoring fees, breakup fees,
litigation proceeds from transactions not consummated, financial consulting fees, advisory fees,
directors’ fees and other similar fees (whether in the form of cash, securities or otherwise) received
by APG or the Ultimate General Partner with respect to any actual or prospective Fund investment,
in each case, less (ii) certain expenses (including those described below) as set forth in the
Partnership Agreements; but not including, in any event, any amount received by APG, the General
Partners, the Operations Group (or a member thereof), a Senior Advisor (each as defined below)
or other person from a portfolio company, prospective portfolio company or other person as
reimbursement for expenses directly related to such portfolio company or prospective portfolio
company, as compensation for services provided to such portfolio company or prospective
portfolio company in the ordinary course of such portfolio company’s or prospective portfolio
company’s business, as compensation for services provided by such person as an employee of or
in a similar capacity for such portfolio company or prospective portfolio company (or its
subsidiaries), as compensation (including fees, incentive equity or other stock awards) for services
rendered by the Operations Group (or a member thereof) or a Senior Advisor to a portfolio
company or prospective portfolio company or any other amounts that a Fund’s advisory board (the
“Advisory Board”) otherwise approves as not constituting Transaction Fees.

       In addition, a Fund’s Management Fee may be offset by organizational fees and any
placement agent fees paid in excess of the cap stated in the applicable Partnership Agreement, to
the extent any such fees are incurred.

       In the event that the amount of such Transaction Fee reduction exceeds the Management
Fee for such quarterly period, such excess shall be carried forward to reduce the Management Fee
payable in following quarterly periods, as set forth in the applicable Partnership Agreement.
Various costs and expenses will reduce Transaction Fees (and therefore such amounts will not
offset or otherwise reduce the Management Fee), including out-of-pocket costs and expenses

(including travel expenses) incurred by APG or the Ultimate General Partner in connection with
any consummated or unconsummated transaction or in connection with generating any such
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TYPES OF CLIENTS

        APG provides investment advice to the Funds. The Funds include investment partnerships
and/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, and the rules and
regulations promulgated thereunder (the “Investment Company Act”). The investors
participating in the Funds include high net worth individuals and families, endowments,
foundations, multi-family offices, public pension plans, Senior Advisors, and employees of APG.

        The Funds are authorized to include alternative investment vehicles established from time
to time in order to permit one or more investors to participate in one or more particular investment
opportunities in a manner determined by the applicable General Partner to be desirable for legal,
tax, regulatory or other similar reasons. Alternative investment vehicle sponsors generally will
have limited discretion to invest the assets of these vehicles independent of limitations or other
procedures set forth in the organizational documents of such vehicles and the related Fund.

        Investors are required to be “accredited investors” within the meaning of Rule 501(a)
under the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (the “Securities Act”), and either “qualified purchasers” within the meaning of Section
2(a)(51) under the Investment Company Act or, in the sole discretion of the applicable General
Partner, “qualified clients” within the meaning of Rule 205-3 under the Advisers Act (or qualified
knowledgeable APG personnel). Each Fund generally has a minimum investment amount for
third-party investors as provided in such Fund’s Partnership Agreement. Such minimum
investment amount may be waived by the applicable General Partner in its sole discretion.

    METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

      APG is a private equity firm primarily focused on pursuing leveraged buyouts in companies
in the lower middle market (e.g., typically having EBITDA of $0-20 million) based in the United
States and Canada, although investments in companies based in the United Kingdom may also be
opportunistically pursued. APG’s strategy focuses on investing in what it believes are
underperforming but fundamentally sound companies (e.g., cash flow positive, defensible value
proposition, differentiated business model, etc.) that possess attractive value creation potential.

      There can be no assurance that APG will achieve the investment objectives of any Fund and
a loss of investment is possible.

Investment and Operating Strategy

        APG employs a disciplined investment process that begins with sourcing deals in channels
it believes are likely to yield investments that fit APG’s criteria for value. Specifically, APG
intends to run a two-pronged sourcing effort:

       •   first, APG seeks to interact with and generate deals from the large number of small and
           mid-sized deal intermediaries in the lower middle market, many of whom APG believes
           are less sophisticated than larger firms and conduct less efficient sale processes. In
           APG’s experience, these intermediaries are often unaccustomed to selling
           underperforming companies and experience difficulty attracting interest from buyers.
           APG’s business development professionals focus on sourcing deals from this channel;
           and

       •   second, APG utilizes a proactive sourcing strategy aimed at finding opportunities in
           channels APG believes are likely to generate inefficient sale processes and
           opportunities to acquire value: broken auctions, corporate divestitures, small and
           micro-cap public companies and lender owned businesses.

         APG seeks to employ a well-defined screening mechanism to prioritize deal flow and
rapidly sift through the considerable number of opportunities it sees to a reduced number in which
it will invest time and money to closely examine. This screening mechanism rates companies on
seven attributes that APG has reason to believe represent core indicators of the fundamental
soundness of a business. The resulting score guides APG in ruling out the vast majority of deals it
sees and focusing on the few that it believes represent viable opportunities for each Fund. APG

believes that this methodology will provide an effective initial screen of incoming investment
opportunities.

       APG utilizes a disciplined approach to pricing and structuring investments, which focuses
on minimizing its equity investment in a given deal. APG generally intends to structure
investments in this manner in an attempt to maximize upside while mitigating downside risk.

        APG intends to fundamentally be a growth-oriented owner of its portfolio companies. To
seek to create and enhance growth, APG employs a proprietary operating and value creation
methodology focused on the disciplines of high performance, named the “Q Process.” This
process is a systematic, total-company planning and execution process designed to transform
complex companies into well-run, differentiated business that are attractive to both strategic and
financial buyers, drive and achieve breakthrough results for portfolio companies and enhance
investor returns. The Q Process is expected to be implemented by portfolio company management,
working closely with APG and APG’s Operations Group, who are expected to play an integral role
in the Q Process. Operations Group members are expected to work closely with each Fund’s
portfolio company management teams to instill best practices. They will focus primarily on go-to-
market, lean management and change management because, in APG’s experience, these are
functional areas that are often found to be under-performing or non-existent at the time of company
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