Circularis Partners LP

FEES AND COMPENSATION

        In general, Circularis receives an asset-based management fee (the “Management Fee”)
in connection with its advisory services to the Fund, subject to certain deductions by TPG ART
Management. The Management Fee is deducted from Fund assets and generally payable quarterly
in advance to TPG ART Management. The precise amount of the Management Fee is determined
pursuant to the Sub-Advisory Services Agreement and the Amended and Restated Limited
Partnership Agreement of the Fund, as amended (the “Partnership Agreement”), a copy of which
is received by each investor in the Fund prior to its investment. The Fund also bears certain
expenses as further described below. Additionally, the principals of Circularis are entitled to
receive certain performance-based compensation, as described below under “Performance-Based
Fees and Side-by-Side Management.”

        Additionally, pursuant to the Partnership Agreement, the Fund generally bears all fees,
costs and expenses relating to the Fund’s activities, operations, meetings and liquidation, including
expenses directly relating to the discovery, investigation, development, making, management,
monitoring and disposition of Fund investments, including all third-party fees, costs and expenses
relating to any of the foregoing.

       The Fund invests on a long-term basis. Accordingly, the Management Fee and other
compensation is expected to be paid, except as otherwise described in Sub-Advisory Services
Agreement or the Partnership Agreement, over the term of the Fund, and investors generally are
not permitted to withdraw or redeem interests in the Fund.

                PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT

        Circularis is not entitled to receive performance-based carried interest distributions
(“Carried Interest”) for its advisory services to the Fund. However, pursuant to the Sub-Advisory
Services Agreement and the Partnership Agreement, the principals of Circularis receive a portion
of the Carried Interest to which the Fund is subject. The precise amount of such Carried Interest is
determined pursuant to the Partnership Agreement, a copy of which is received by each investor
in the Fund prior to its investment

TYPES OF CLIENTS

        Circularis provides investment advice to the Fund, and may provide investment advice to
other investment partnerships or other pooled 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 Fund and any such other private investment funds
may include individuals, banks or thrift institutions, other investment entities, 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 Circularis and its affiliates.

        The Fund is closed to new investors subscribing for new interests. Interests in the Fund
were offered and sold solely to accredited investors within the meaning of the rules promulgated
under the U.S. Securities Act of 1933, as amended and to qualified purchasers within the meaning
of the U.S. Investment Company Act of 1940, as amended.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

        Circularis primarily seeks to identify significant investments globally in growth and late-
stage operating companies through acquisitions and restructurings of companies focused on
industrials, energy services and agriculture, where sustainability and efficiency can create
meaningful business advantage.

        Historically, much of the alternative and renewable technology investing has focused either
on very early-stage venture-type technology investing or later-stage project finance, with less
capital available to address deployment and “first build” risk. To date, much of the technology
has originated in the United States or European Union and has targeted deployment within those
regions, even though other regions, such as developing markets, might be more suitable for
economic, geographic or regulatory reasons. Circularis believes that this dynamic creates
opportunities to identify good technologies and fund them through the company development
lifecycle, help expand their geographic reach as well as to identify mid- to later-stage opportunities
that have stalled prior to deployment.

        In evaluating a potential portfolio company, Circularis conducts extensive due diligence to
analyze, among other things, the market and the company’s competitive position within the
market, cost and revenue structure, any unique assets of the company, the company’s management
team and compensation structure, any contingent liabilities, potential growth opportunities and
potential exit strategies. Circularis seeks to establish a comprehensive view of key investment
issues, including operations, competitors and regulatory constraints.

Material Risks of the Investment Program

        The Fund and its investors bear the risk of loss that Circularis’s investment strategy entails.
The risks involved with Circularis’s investment strategy and an investment in the Fund include,
but are not limited to:

        Nature of Investment. The Fund may invest in companies that are experiencing or are
expected to experience severe financial difficulties, which difficulties may never be overcome.
The Fund may also make investments in companies in a conceptual or early stage of development
which may not have a proven operating history on which to judge future performance. Such
investments are considered highly speculative and may result in the loss of the Fund’s entire
investment. Since the Fund may only make a limited number of investments, and since many of
the Fund’s investments may involve a high degree of risk, poor performance by a few of the
investments could significantly reduce the total returns of the investors in the Fund. No assurances
can be given that the Fund’s investment objectives will be achieved or that investors will receive
a return of their capital.

        Diversification. The Fund will invest in relatively few opportunities. Accordingly, the
Fund will not enjoy the reduced risks of a broadly diversified portfolio. A specific investment
focus is inherently more risky and could cause the Fund’s investment to be more susceptible to
particular economic, political, regulatory, technological or industry conditions or occurrences
compared with a fund, or a portfolio of funds, that is more diversified or has a broader industry
focus. The Fund may, therefore, be subject to more volatility and a greater risk of loss than a
broadly diversified portfolio. In addition, because as much as 15% of the Fund’s aggregate capital
commitments may be invested in a single portfolio company, a loss with respect to any single
portfolio company could have a significant adverse impact on the Fund’s returns. Furthermore, if
the Fund co-invests with other funds, an investor in the Fund may have exposure to a portfolio
company through more than one fund.

        Risk of Leverage. The Fund, or any special purpose vehicle established by it, may borrow
funds to pay expenses, to make new or follow-on investments, or to make payments under
guarantee, surety or hedging transactions. The use of borrowed funds creates the opportunity for
greater total returns, but at the same time involves certain risks. Since the Fund, or any such special
purpose vehicle, generally will pay principal of, and interest on, its borrowings prior to making
any distributions, an increase or decrease in capital or income of the Fund or any such special
purpose vehicle will have an increased effect on the returns to the Partners. Because any decline
in the value of the Fund’s investments would be borne entirely by the Fund’s investors, the effect
of leverage in a declining market would be a greater decrease in capital than if the Fund were not
leveraged.

         The Fund’s investments may be in portfolio companies whose capital structures have
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