Breakaway Capital Management Holdings LLC

Fees and Compensation

                                                                                          Form ADV Part 2A, Item 5

General
BCM (including any of its GPs) generally receives management fees (“Management Fees”) and may also
receive performance allocations in the form of carried interest (see Item 6 below) in connection with the
investment management and administrative services it provides to the Funds and Co-Investment Funds. Co-
Investment Funds and other investment vehicles may not be subject to the fees, expenses and/or carried
interest allocations described herein.

Management fees, carried interest allocations and other compensation payable to the Firm (including its GPs)
by the Funds or Co-Investment Funds together with other terms governing the management of the Funds or
Co-Investment Funds by the Firm, are established by BCM at the time of the establishment of the relevant
Funds or Co-Investment Funds (and negotiated with participating investors prior to their investment), as
applicable. Specific details of such compensation and its method of calculation are set out in the offering
materials, disclosure documents, management agreements and/or governing documents of the relevant Funds
or Co-Investment Funds, and vary as between the Funds and Co-Investment Funds. Fee terms for the Funds
or Co-Investment Funds may be changed during the term of the relevant relationship. The share of
compensation earned by BCM or its affiliates in respect of a Fund or Co-Investment Fund varies among
investors pursuant to the terms of the governing documents, side letter agreements or other arrangements with
specific investors in such Fund or Co-Investment Fund, whereby such investors receive direct or indirect
reductions of management fees or other compensation otherwise payable with respect to their investments
managed by the Firm. Such arrangements may include Breakaway granting certain preferential terms to certain
investors in a Fund or Co-Investment Fund. Where a strategic investor participates in a Fund or Co-Investment
Fund through a dedicated investment vehicle as part of such arrangement, such vehicle may be granted terms,
including management fees or carried interest, that are more favorable than those applicable to other investors.

Fees
We are typically compensated for our services through the payment of base management fees that are
expressed as a percentage of the total capital committed to a Fund for the investment period as well as a
percentage of the unreturned capital contributions to the Fund thereafter (“Management Fees”). In some
situations we are also entitled to performance allocations or incentive distributions (see Item 6, below). In
addition, fees associated with investments made by the Fund will be paid to the Fund. Any such transaction
fees received by the Fund may be retained and (i) applied by the Fund to pay for certain out-of-pocket costs
otherwise payable by the Fund and (ii) paid to Breakaway to pay certain direct employee expenses; provided,
however, that such amounts shall not be used to compensate our Principals.

Management Fees for Funds are set forth in the Fund Documents, and as such are generally non-negotiable.
The Management Fees are typically charged and payable annually in advance. Fees may be deducted directly
from the Fund’s assets.

Management Fees for family offices may be negotiable. These fees may be charged quarterly in arrears, and
investors may be billed for fees incurred. In some situations we are also entitled to performance allocations
(see Item 6, below). BCMH may enter into a variety of different fee compensation structures for its non-
discretionary services, which would generally vary substantially from its fee structure for providing advisory
services where it has full discretion.

Portfolio Company-Related Fees
In addition to management fees for operating the Funds and Co-Investment Funds, Breakaway may also
receive fees for work on the development and execution of core strategies for portfolio companies and for
projects to increase portfolio company value. Portfolio-company related fees are paid regardless of a fund’s
profitability and are not negotiated with investors in the Funds or Co-Investment Funds and may be capitalized
as part of the acquisition price of the relevant investment for consummated investments.

Costs and Expenses
Generally, a Fund bears all legal, accounting and other fees, costs and expenses of and incidental to
organizing and funding the Fund and the general partner and manager of the Fund up to a certain amount as
set forth in the governing documents and/or Memorandum of the Fund. A Fund will also bear the operational
costs and expenses of the Fund. Such costs and expenses include, but are not limited to: (i) legal, auditing,
custodial, administrative, consulting, financing and accounting fees and expenses of the Fund; (ii) expenses
associated with preparation of the Fund’s financial statements, reports to Fund investors and tax returns; (iii)
out-of-pocket expenses and other expenses incurred in connection with the operation of the Fund under the
laws of the jurisdiction in which it is organized; (iv) out-of-pocket expenses of transactions not consummated;
(v) expenses of appraisers and consultants; (vi) expenses of litigation and indemnification; (vii) insurance
premiums; (viii) expenses of advisory committee meetings and meetings of the Fund investors; (ix) other
expenses associated with the acquisition, holding and disposition of the Fund’s portfolio investments including
extraordinary expenses; (x) any taxes, fees or other governmental charges levied against the Fund; and (xi)
costs of dissolving and winding up the Fund. Fund investors may also bear a portion of any fees or expenses
charged by any special purpose vehicles that have been formed to facilitate portfolio investments by the Funds
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Types of Clients

                                                                                         Form ADV Part 2A, Item 7

Breakaway primarily provides investment advisory services to private funds, special purpose or single investor
funds, and family offices.

The minimum Fund investments were $250,000 and $500,000 respectively, but Breakaway, at its sole
discretion, could accept lower investment amounts.

Family office accounts are generally in excess of $5 million.

                 Methods of Analysis, Investment Strategies and Risk of Loss

                                                                                          Form ADV Part 2A, Item 8

Breakaway provides investment advisory services that are customized to each Client’s investment objectives,
time horizon and risk tolerances as set forth in the respective Fund Documents or Investment Management
Agreement.

For family offices, we work with Clients to develop an investment strategy by considering a Client’s financial
condition, financial and investment objectives, income and liquidity needs, desire and need for principal
protection, risk tolerance and tax sensitivities. Investments are based on the family office’s needs and
generally focus on investments in alternative assets. Our mandates for family offices will typically be broad in
scope and may vary widely from other Clients we advise.

We typically seek to invest in companies that we believe to possess strong business fundamentals, including
companies with leading competitive positions within well-defined markets, sustained profitability, predictable
cash flows, talented management and sound managerial controls.

We believe our capital is highly flexible and we have the ability to provide financing across the entire capital
structure, including senior debt, subordinated debt, mezzanine or other junior debt, preferred stock, unitranche
structure, structured equity and common equity to companies with fundamentally attractive business models,
steady cash flow and superior management. Our flexible capital is tailored to provide value-added financing
solutions that fit the unique needs of entrepreneurs, independent sponsors and private equity firms. Our goal is
to utilize our extensive experience investing in and structuring deals to form long-term partnerships with our
capital partners.

We seek to provide investors with superior risk-adjusted returns, primarily in the form of current income, by
investing in lower middle market businesses. We believe cash flow lending to lower middle market companies
represents an attractive market opportunity as lower middle market companies are currently underserved by
traditional lenders. While our primary goal is to generate current income through loans and other debt
investments, our investments may include equity participation, including warrants and other forms of equity,
which would be expected to enhance Fund returns through capital appreciation.

We generally target investments that are between $3 million and $10 million per investment, but will also
consider investments in larger companies on an ad-hoc basis; provided, however, that in such investments, we
may partner with selected strategic investment partners. We will generally focus our investments on
companies headquartered in the United States.

We provide capital for a wide variety of transactions, including:

    (a)   Leveraged buyouts
    (b)   Acquisitions
    (c)   Recapitalizations
    (d)   Restructurings

While each of our partners has unique financing needs, we typically invest in companies that share at least
some of the following characteristics:

    •     Revenues of $5 million to $50 million
    •     EBITDA of $1 million to $5 million
    •     Sustainable market positions
    •     Positive cash flow
    •     Strong and experienced management teams

In addition, Breakaway can commit or arrange up to $25 million of capital per transaction through our limited
partners and extensive network of financial partners and relationships.

We select investments by analyzing information from a variety of sources, which may include financial
newspapers and magazines, inspections of corporate activities, research materials prepared by others,
corporate rating services, annual reports, prospectuses, filings with the SEC, and company press releases. We
may also obtain market information through internal research facilities and third party providers such as
Bloomberg, Dow Jones Capital, Reuters, wire services, and other publicly available sources. We may obtain
additional information on issuers through due diligence meetings with issuers’ management, court filings
(including bankruptcy filings), independently prepared engineering and technical reports, interviews with
suppliers, customers and competitors, third party analytical systems, and audited financial reports. Additionally,
we may gather information for analysis through discussions with third parties such as tenants, customers,
surveyors, engineers, environmental consultants, local brokers, attorneys, investment bankers, published
research, discussions with third party investment research professionals, potential co-investors, etc.

We may use a variety of analytical methods on the data we collect, including fundamental, technical, and
cyclical analyses. We also may analyze securities structures, political risks, monthly compliance statements,
discounted cash flows, and proprietary data and analytical systems developed and maintained in-house.
Further, we may perform analyses based upon debt payment history, term of debt, price, equity kickers, interest
rate, market interest rates, general market conditions, industry conditions, and other similar factors.

Once we have identified investments that meet our criteria, we may employ a variety of investment strategies.
Any investment includes the risk of loss and there can be no guarantee that a particular level of return will be
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