Crest Rock Management Company LP

Item 5:        Fees and Compensation
Fees

Crest Rock accrues an asset-based management fee from each Fund that is payable quarterly in
advance, as further described in the applicable Fund Governing Documents. If Crest Rock’s advisory
agreement with a Fund is terminated, management fees will be charged on a pro rata basis through
the date of termination, and any fees paid in advance but not earned will be refunded. The fund
administrator issues capital calls to investors on behalf of the General Partner of each Fund, which
are paid directly to the respective Fund. In addition to the management fees described above, Crest
Rock is also entitled to receive a carried interest allocation from the Funds after certain performance
hurdles have been met, as further described in the applicable Fund Governing Documents. Such
carried interest represents a portion of a Fund’s net realized investment profits. Management fee
rates are charged based on capital commitments through the commitment period, and based on
actively invested capital thereafter, which includes, where applicable, the amount of any investment
expenses (including applicable capitalized Special Income, as defined below).

Crest Rock may receive similar asset-based management fees and carried interest from the Co-
Investment Vehicles that it organizes in the future. Investors in Crest Rock’s Funds should review
the applicable Fund Governing Documents carefully for a full description of the fee revenues and
other compensation that Crest Rock will receive from such Fund. The Executive Fund does not pay a
management fee and is not subject to carried interest.

The management fees and carried interest are generally subject to waiver or reduction by the General
Partner with respect to some or all of a Fund’s investors in the General Partner’s sole discretion, as
further described in the applicable Fund Governing Documents.

For Fund I-A and Fund I-B, 80% of any origination, acquisition, disposition, advisory, commitment,
transaction, directors’, management, monitoring, consulting, directors’ and break-up fees and other
similar fees received by Crest Rock and its affiliates and employees in connection with the funds’
investments, net of unreimbursed transaction expenses incurred by Crest Rock or its affiliates (until
the amount of fees retained by Crest Rock for a fiscal year exceeds $250,000, and 100% thereafter
for the remainder of such year), will be applied to reduce the Fund I-A and Fund I-B’s management
fee for the following quarterly period (“Special Income”). To the extent that such Special Income is
attributable to the Executive Fund, which does not pay management fee, such Special Income will be
applied and subject to Fund I-A and Fund I-B’s offset provisions.

For Fund II, Special Income is subject to 100% management fee offset. For the avoidance of doubt,
Special Income will only include the portion thereof that is allocable to any respective Fund and will
exclude any consideration paid to the Specialized Operations Group (as defined below) and Co-
Investment Vehicles, any compensation paid to Crest Rock in respect to co-investors or anyone

rolling over equity in a portfolio company (including any member of such portfolio company’s
management team and any seller of interests in such portfolio company to the Fund), any
compensation paid to Crest Rock in connection with leases or other ordinary-course contracts
entered into with portfolio companies. To the extent such offsets would reduce a Fund’s management
fee for a given quarterly period to below zero, such offsets will be carried forward and reduce future
installments of the management fee. If upon dissolution of a Fund, any excess Special Income remains,
the Company will return to the Fund for the benefit of the Partners an amount equal to such
unapplied excess amount; provided, that any investor may waive its right to receive its pro rata
portion of such amount.

In general, each Fund bears all costs and expenses incurred in connection with the organization of
the Fund, an parallel investment vehicle, any feeder vehicle, the General Partner, the manager and
their respective affiliates and the offering of interests, including legal and accounting fees, printing
costs, travel and other out-of-pocket expenses, and all costs and expenses incurred in connection
with the offering of interests in the Fund (but excluding any placement fees) (“Organizational
Expenses”), up to a maximum amount specified in the applicable Fund Governing Documents.
Organizational Expenses in excess of this amount, and any placement fees, will be paid by the Fund
but borne by Crest Rock through a 100% offset against the Fund’s management fee.

Fund Expenses

In addition, each Fund is generally responsible for all expenses relating to its own operations (“Fund
Expenses”), including, without limitation, (a) any management fees, (b) fees, costs and expenses
related to the discovery, identification, diligence, evaluation, purchase, settlement, holding,
development, management, monitoring, maintaining, improving, financing or refinancing, and sale of
investments, including, without limitation, travel (at rates not exceeding first-class equivalent fare),
accommodation, meal and entertainment and hospitality costs (including attendance at trade
association and/or industry meetings, conferences or similar meetings in connection with sourcing
of investments and developing relationships with prospective investors, financial sponsors and/or
placement agents for the purpose of sourcing investments) expenses related to such investments or
prospective investments (including broken deal expenses and expenses incurred in relation to
prospective investments prior to the initial closing date) and follow-on investments, syndication fees,
bank charges, closing and execution costs, sales commissions, appraisals, valuation fees (including
...

Item 7:         Types of Clients
As of the date hereof, Crest Rock’s only clients are the Funds. Investors in the Funds generally include
endowments, foundations, public and private pension funds, funds-of-funds, corporations, U.S.
institutional investors, family offices, and high net worth individual investors.