Ascend Capital Partners Manager LP

FEES AND COMPENSATION

        In general, Ascend Partners receives a management fee and a carried interest in connection with the
provision of advisory services to its clients. As permitted by the Governing Documents, the Management
Company or other Ascend Partners entities or affiliates receive 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 (as defined below) otherwise payable
to Ascend Partners to the extent provided by the Governing Documents. Investors in a Fund also bear
certain expenses.

Management Fees

        Each of Fund I, Fund II and FF Fund II will pay Ascend Partners, quarterly in advance, a
management fee (the “Management Fee”) equal to 2.0% on an annual basis of aggregate investor capital
commitments (“Commitments”). Investors participating in a closing after the initial closing date bear the
Management Fee from the initial closing date, generally in addition to an interest component payable to
Ascend Partners or an affiliate. Upon a date specified in the Governing Documents (the “Stepdown
Date”), the Management Fee will be reduced and will equal 1.75% of the aggregate investment
contributions, as reduced by the aggregated amount of investment contributions with respect to the portion
of each investment that has been disposed of or permanently written-down. The Management Fee will be
payable until proceeds from all portfolio investments are distributed or until Ascend Partners’ relationship
with the relevant Fund is terminated for other reasons (as described in the Governing Documents). As a
general matter, Management Fees will be payable during term extensions unless otherwise agreed with
investors.

       As further described in each Co-Invest Fund’s Governing Documents, certain Co-Invest Funds do
not pay Management Fees or pay reduced Management Fees. Such Management Fee is typically equal to
1-2% on an annual basis of Commitments until the date specified in the relevant Governing Documents.

        The FF Fund I will pay Ascend Partners, quarterly in advance, a Management Fee equal to 1.5%
on an annual basis of Commitments during the Investment Period (as defined in the Partnership
Agreement). Thereafter, the Management Fee will be reduced and will equal 1.0% of the aggregate
investment contributions, as reduced by the aggregated amount of investment contributions with respect
to the portion of each investment that has been disposed of or permanently written-down.

       The Unison Co-Invest Vehicles are not subject to a Management Fee.

        As is generally the case in private equity funds, the Governing Documents provide that each 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 for Fund I, Fund II, FF Fund I
and FF Fund II, 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
Commitments. After the Stepdown Date, Management Fees for Fund I, Fund II, FF Fund I and FF Fund
II generally will be charged and calculated based on a formula tied to the amount of investment
contributions (including, where applicable, a Fund borrowing component (including interest expenses)
and the amount of any capitalized Supplemental Fees (as defined below) or expenses) made by the relevant
Fund relating to the Fund’s aggregate investments that have not been realized or disposed of or
permanently written-off (as determined by the General Partner for U.S. federal income tax purposes) in
the manner described in the Partnership Agreement (such investments, “Impaired Value Investments”).
Due to differences in the criteria set forth in their respective Governing Documents, in the event where
more than one Fund participates in an investment, there is the possibility that an investment will become
an Impaired Value Investment for purposes of one Fund’s Governing Documents but not those of one or
more other Funds.

        Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of investment 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 applicable investment contributions. Conversely, the Governing Documents do not
require Management Fees to be reduced or refunded following the occurrence of a writedown, decrease
(including a significant decrease) in fair value or other event not constituting a complete realization, such
as a partial sale or disposition, reorganization, recapitalization (including recapitalizations involving
dividends), roll-over investment in connection with a sale or dividend distribution, except in the case of
investments meeting the relevant Impaired Value Investment standard under the Governing Documents.
For the avoidance of doubt, following the Stepdown Date, if the fair market value of an Impaired Value
Investment is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of Management Fees otherwise payable relating to such investment will be
reduced solely based on the ratio of the fair market value of each relevant remaining investment(s) as
compared against the amount of total investment contributions relating to such investment(s) as of the
date of the relevant event.

       As a result, and as is generally the case for private equity funds, the amount of Management Fees
generally will not correspond with fluctuations in the net asset value of individual investments or of the

Fund, including following the relevant investment period, and will not be reduced in connection with any
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TYPES OF CLIENTS

        Ascend Partners provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Ascend Partners’ related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include investment partnerships or
other investment entities formed under U.S. or non-U.S. laws and operated as exempt investment pools
under the Investment Company Act of 1940, as amended. The investors participating in the Funds
generally 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 often include, directly or indirectly,
principals or other personnel of Ascend Partners and its affiliates and members of their families, Industry
Advisors or other Service Providers retained by Ascend Partners or a Fund, as well as executives of
portfolio companies.

       Each General Partner also generally is permitted to establish Funds that are alternative investment
vehicles in order to permit certain investors to participate in one or more particular investment
opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle
sponsors generally 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 Governing
Documents of the related Fund.

       Fund I and Fund II generally each have a minimum investment amount of $5 million for third-party
investors, and Fund I and Fund II interests are offered and sold solely to qualified purchasers or accredited
investors that are also qualified clients (or qualified knowledgeable Ascend Partners personnel). Ascend
Partners generally is permitted to waive such minimum investment amount. Similar investor qualification
requirements apply to the other Funds.

                 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       Ascend Partners is a private investment firm focused on making growth-oriented private equity
investments in the healthcare services sector in the United States as set forth in the relevant Governing
Documents. These investments are made through managed-buyouts and other equity-related investments

in companies believed to be able to benefit from Ascend Partners’ in-house operating professionals and
experience. Ascend Partners’ investment advisory services consist of identifying and evaluating
investment opportunities, negotiating investments, managing and monitoring investments and achieving
dispositions for investments. Investments are predominantly of non-public companies, although investments
in public companies are permitted.

       The investment by a Fund in any one single portfolio company may not exceed a specified
percentage or amount of Commitments of such Fund, as set forth in the relevant Governing Documents.

        Ascend Partners’ investment strategy focuses on investment opportunities in companies with $30
to $200 million of revenue, and $5 to $50 million of EBITDA through distinctive deal sourcing methods
and to build value through improvements in operations, organic growth and add-on acquisitions. Ascend
Partners seek to have the Funds generally seek to invest in companies that possess many or all of the
following characteristics: (i) physician practice management and healthcare technology companies
focused on improving the accessibility, affordability and quality of healthcare for vulnerable populations;
(ii) provider organizations that require expertise and capital to profitably participate in the nationwide
trend towards value-based care; (iii) companies that would benefit from Ascend Partners’ expertise in
effectively scaling and enhancing the margins of physician practice management platforms; and (iv)
platform acquisitions which will typically have $50 to $200 million of revenue and 10%+ EBITDA
margins.

        Once an investment opportunity has been identified, Ascend Partners seeks to implement an
effective operating strategy to improve the performance of the acquired company by (i) developing
restructuring and operating plans, (ii) building the management team and (iii) providing significant
resources to portfolio companies.

        The following is a summary of the investment strategies and methods of analysis generally
employed by Ascend Partners on behalf of the Funds. More detailed descriptions of the Funds’ investment
strategies and methods of analysis are included in the applicable Governing Documents of each Fund.

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

Risks of Investment and Conflicts of Interest

       Each Fund and its investors bear the risk of loss that Ascend Partners’ investment strategy entails.
The risks and conflicts of interest involved with Ascend Partners’ investment strategy and an investment in a
Fund include, but are not limited to:

        Business Risks. A Fund’s investment portfolio is expected to consist primarily of securities issued
by non-public troubled companies, and operating results in a specified period will be difficult to predict.
Such investments involve a high degree of business and financial risk, which can result in substantial
losses. Indeed, investments in troubled companies involve a higher degree of risk than other investments.

         Future and Past Performance. The performance of prior investments by Ascend Partners and its
affiliates is not necessarily indicative of the Fund’s future results. While Ascend Partners intends for the
Fund to make investments that have estimated returns commensurate with the risks undertaken, there can
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