Capitol Peak Partners Inc

FEES AND COMPENSATION

       In general, certain Capitol Peak entities receive a management fee and a carried interest in
connection with advisory services. Capitol Peak entities or affiliates may receive additional
compensation in connection with management and other services performed for portfolio
companies of Funds and such additional compensation will offset in whole or in part the
management fees otherwise payable to Capitol Peak in accordance with the relevant Governing
Documents. In addition, in certain circumstances, Capitol Peak may receive compensation for
management and other services performed in connection with co-investments made in portfolio
companies of the Funds. Investors in a Fund also bear certain expenses.

Management Fees

       Each Fund will pay the Adviser or its affiliate, during such Fund’s investment period, an
annual management fee (the “Management Fee”), which will be payable quarterly in advance
equal to 2.0% on an annual basis of aggregate Fund investor capital commitments
(“Commitments”) held by Fund investors not designated as “affiliated partners” by the General

Partner. Commencing with the first Management Fee due date after the expiration of such Fund’s
investment period or earlier upon the occurrence of certain events set forth in the relevant Fund’s
Partnership Agreement, the Management Fee will equal 2.0% of (i) the aggregate investment
contributions, less (ii) the aggregate amount of investment contributions with respect to the portion
of each investment that has been disposed of or permanently written-down, in each case with
respect to Fund investors not designated as “affiliated partners”; provided that investments in a
portfolio company will be treated as having been disposed of or permanently written down only to
the extent that, as of the date of any such disposition or write-down, the aggregate fair market
value of all remaining Fund investments in such portfolio company is less than the Fund’s
aggregate investment contributions made with respect to such portfolio company. The General
Partner may elect to waive a portion of the Management Fee in exchange for a reduction in the
General Partner’s cash capital contribution obligation and/or a corresponding interest in Fund
profits. The Management Fee will be payable until the final distribution of the relevant Fund’s
assets or until the Adviser’s relationship with the relevant Fund is terminated for other reasons (as
described in the applicable Partnership Agreement). Installments of the Management Fee payable
for any period other than a full quarter are adjusted on pro rata basis according to the actual number
of days in such period.

         The Fund’s Management Fee will be reduced by an amount equal to 100% of the Fund’s
share of “Transaction Fees” attributable to Fund investors not designated as “affiliated partners”
by the relevant General Partner. “Transaction Fees” include any: (i) directors’ fees, financial
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)
break-up 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 Governing
Documents; but not including, in any event, any amount received by the General Partner 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 such portfolio company in the ordinary
course of such portfolio company’s business (subject to any qualifications set forth in the Fund’s
Governing Documents) or (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. In the event
that the amount of the Management Fee reduction referred to above exceeds the Management Fee
any quarterly period, such excess shall be carried forward to reduce the Management Fee payable
in following quarterly periods. To the extent any such excess remains unapplied upon the relevant
Fund’s final distribution of assets, each Fund investor (other than any Fund investor designated as
an “affiliated partner”) will receive its share of such unapplied excess unless such Fund investor
has previously notified the relevant General Partner in writing of its irrevocable election not to
receive its share of such excess.

       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 a matter of practice, Capitol Peak is typically paid fees of the type referred to in the
preceding paragraph from, on behalf of or with respect to co-investors in an investment. The
receipt of such fees will not reduce the Management Fee payable by any Fund(s) that have also

invested in such investment, and as a result a Fund will, in most cases, only benefit with respect to
its allocable portion of any such fee and not the portion of any fee that relates to such co-investors,
which have the potential to be significant. Similarly, in certain circumstances, Capitol Peak
expects that co-investors or other parties may seek to negotiate the right to share a portion of such
fees from a particular investment, and the above-described offset percentage would, in such cases,
be applied after excluding any amounts paid to such persons.

        Certain Partnership Agreements generally permit Capitol Peak to waive or agree to reduce
the Management Fee. Certain waived portions of the Management Fee are treated by the
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TYPES OF CLIENTS

        The Adviser 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 the Adviser and its affiliates and
members of their families or other service providers retained by the Adviser.

       The Funds may 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 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 related Fund.

        The Funds generally have a minimum investment amount of $10,000,000 for third-party
investors, and Fund interests are offered and sold solely to accredited investors that are also
qualified clients and, unless waived in the discretion of the General Partner, qualified purchasers
(or qualified knowledgeable Capitol Peak personnel). Such minimum investment amount may be
waived by the Adviser.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Capitol Peak is a private investment firm focused primarily on making control investments
in North American consumer products and services (“Consumer”) companies by utilizing its
transaction experience, operating expertise and industry network. The Adviser’s 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.

        Capitol Peak is focused on investing in the Consumer industry and is interested in the
following sub-categories: food, beverage, household, personal care, beauty, baby, pet, fitness,
outdoor, private label, co-manufacturers and consumer services. Some of these opportunities are
small and nimble, while others are large and transformational. Capitol Peak seeks to leverage the
Partners’ prior experience to invest in the broad middle-market. Such an investment strategy may
result in a more concentrated portfolio than other similarly sized private equity funds.

Investment and Operating Strategy

       The Capitol Peak team intends to leverage its experience, capabilities and relationships to
source, diligence, transact and drive value creation. Capitol Peak intends to apply the following
core components to its platform investments in the Funds:

        Consumer Industry Expertise & Focus. The Partners of Capitol Peak have spent the vast
majority of their careers focused on the Consumer industry and believe the Consumer industry
currently presents a compelling investment opportunity.

         Opportunistic Approach to the Middle-Market. Capitol Peak believes that valuations for
smaller control transactions are more compelling in the current market due to lower available
leverage, little competition from strategic acquirers and comparatively less attention from other
Consumer-focused financial sponsors. However, Capitol Peak may pursue larger opportunities in
certain circumstances. If the Capitol Peak team decides to invest in larger opportunities, it will aim
to transform these larger businesses strategically and operationally by upgrading management
talent, implementing operating best practices and leveraging Capitol Peak’s long-standing industry
relationships.

       Advantaged Sourcing Model. The Capitol Peak team is well-known among intermediaries,
entrepreneurs and management teams that operate in the Consumer industry and they have an
expansive network that includes industry executives across all functional areas that provide
valuable insights into Consumer categories and businesses.

        Rigorous Investment Process. The Capitol Peak team has refined their investment process
by completing more than 100 transactions in their previous capacity as executives at publicly-
traded companies.

        Significant Involvement Post-Acquisition. Capitol Peak seeks to build the businesses it
acquires in partnership with entrepreneurial management teams who typically have a meaningful
equity stake. In addition to the appropriate alignment of incentives, Capitol Peak believes that it
can leverage its deep Consumer industry expertise, significant prior operating experience and
expansive network to assist portfolio company management in transforming a business in addition
to targeting select add-on acquisitions.

Risks of Investment

        Each Fund and its investors bear the risk of loss that the Adviser’s investment strategy
entails. The risks involved with the Adviser’s 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 privately held companies, and operating results in a specified period will be difficult to
predict. Such investments involve a high degree of business and financial risk that can result in
substantial losses.

       Future and Past Performance. The performance of the Adviser’s Principals prior
investments is not necessarily indicative of the Fund’s future results. While the General Partner
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