Dunes Point Capital LP

Item 5: Fees and Compensation

DPC’s fees and compensation are described in each Fund’s Governing Documents. In addition,
further detail on DPC’s fees and compensation for the DPC I Funds is contained in management
services agreements with the relevant portfolio companies, which have been provided to the relevant
investors.

Management Fees

DPC 1 Funds. DPC generally charges portfolio management fees directly to the portfolio companies
owned by the DPC I Funds quarterly in advance. Such portfolio management fees are calculated on
a portfolio company-by-portfolio company basis by reference to the earnings of each portfolio
company.

DPC Fund II. DPC Fund II pays DPC II GP a management fee quarterly in advance, in an amount set
forth in the applicable Governing Documents. Such management fee is generally calculated based on
the aggregate investor commitments, but after the expiration of DPC Fund II’s investment period or
upon the occurrence of other events as set forth in the applicable Governing Documents, such
management fee will be based on invested capital. As a general matter, management fees will be
payable during term extensions unless otherwise agreed with investors.

DPC Fund II’s management fees will be reduced by an amount equal to 100% of “Portfolio Company
Fees” (as defined below) attributable to partners of DPC Fund II not designated as “affiliated
partners” (as described below) by DPC II GP. “Portfolio Company Fees” include: (i) directors’ fees,
financial consulting fees or advisory fees paid to DPC II GP with respect to any DPC Fund II
investment, (ii) transaction fees paid to DPC II GP with respect to any DPC Fund II investment, and
(iii) break-up fees with respect to DPC Fund II transactions not completed that are paid to DPC II
GP, in each case net of certain expenses as set forth in the relevant Governing Documents; but not
including, in any event, any amount received by DPC II GP, Dunes Point Capital, and certain senior
advisors and members of DPC’s Portfolio Resources Team (“PRT”) retained by DPC (collectively,
the “SOP Advisors”) or other persons from a portfolio company (A) as reimbursement for expenses
directly related to such portfolio company, (B) as payment for services provided to any portfolio
company in the ordinary course of such portfolio company’s business, (C) as compensation for
services provided by DPC II GP or any other person as personnel of or in a similar capacity for such
portfolio company or (D) as compensation, including fees, incentive equity or other stock awards,
for services rendered by SOP Advisors (or a member thereof) to a portfolio company or prospective
portfolio company. Various costs and expenses reduce such Portfolio Company Fees (and therefore
such amounts will not reduce the DPC Fund II management fee), including out-of-pocket costs and
expenses (including travel expenses) incurred by DPC II GP in connection with any consummated
or unconsummated transaction or in connection with generating any such Portfolio Company Fees.

Dunes Point Capital, L.P.                                                       Form ADV Part 2A

Unless otherwise agreed with investors, Portfolio Company Fees generally will be payable without
further offset during term extensions, even if management fees are reduced or eliminated during the
extended term, thus reducing the amounts of management fees actually offset.

To the extent that any investment vehicle or any other entity or individual co-invests alongside DPC
Fund II in any portfolio company investment, any amounts of the type that would otherwise
constitute Portfolio Company Fees will be allocated among DPC Fund II and the co-investors in
proportion to the cost of the investment or potential investment in the portfolio company held (or
committed to be held) by each. Accordingly, DPC Fund II will, in most cases, only benefit with respect
to its allocable portion of any such Portfolio Company Fee and not the portion of any fee allocable
to any other investor in a portfolio company, which has the potential to be significant. In certain
circumstances, DPC expects that co-investors, lenders, consultants or other parties will negotiate
the right to share a portion of such fees from a particular investment, and the above-described offset
percentage will be applied after excluding any amounts paid to such persons. Additionally, as further
described below and in the Governing Documents, it is DPC’s practice to use or retain certain SOP
Advisors to provide services to (or with respect to) one or more Funds or certain current or
prospective portfolio companies in which one or more Funds invest. Such SOP Advisors generally
receive compensation and other amounts described herein directly or indirectly from the relevant
portfolio companies or Funds to which they provide services, but no such amounts will offset or
reduce the management fees. For the avoidance of doubt, DPC also will not offset compensation
received from outside sources, such as residual personnel board seats at entities that are no longer
Fund portfolio companies.

The DPC Fund II Governing Documents permit DPC to waive or agree to reduce the DPC Fund II
management fee. Certain waived portions of the management fee are treated by the Governing
Documents as a deemed capital contributions by DPC II GP, which are effectively invested in DPC
Fund II on DPC II GP’s behalf, and operate to reduce the amount of capital DPC II GP would
otherwise be required to contribute to DPC Fund II. The investors of DPC Fund II would, in such
circumstances, be required to make a pro rata contribution according to their respective capital
commitments to fund any contribution that would otherwise be required of DPC II GP in connection
with any such waiver or reduction as described above and, as a result, the exercise of such waiver
may result in an acceleration (or delay) of investor capital contributions. Waived or reduced
...

Item 7: Types of Clients

DPC provides investment advice to the Funds. The investors participating in the Funds generally
include individuals, banks, thrift or other financial institutions, other investment entities, university
endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates

Dunes Point Capital, L.P.                                                       Form ADV Part 2A

or charitable organizations or other corporations or business entities and may include, directly or
indirectly, personnel of DPC and members of their families, SOP Advisors, other service providers
retained by DPC or a Fund, as well as executives of portfolio companies. DPC requires investors to
make representations concerning their financial sophistication and ability to bear the risk of loss of
their entire investment.

The Funds reserves the right to include alternative investment vehicles established to permit one or
more investors to participate in one or more particular investment opportunities in a manner
desirable for legal, tax, regulatory, accounting or other similar reasons. DPC generally has 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(s).

Each Fund generally has a minimum investment amount for third-party investors, as set forth in such
Fund’s Governing Documents. DPC reserves the right to waive such minimum investment amounts.
Fund interests are generally offered and sold solely to qualified purchasers (or qualified
knowledgeable DPC personnel).