Emerald Lake Capital Management LP

FEES AND COMPENSATION

In general, Emerald Lake receives a management or portfolio monitoring fee (the “Management
Fee”) and a carried interest in connection with the provision of advisory services to its clients.
Emerald Lake receives 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 Emerald Lake. Investors in a Fund
also bear certain expenses.

Management Fees

Certain Funds, with the exception of Emerald Lake Capital Partners, L.P. and Emerald Lake
Capital Partners A, L.P. (together, “Fund I”) and certain co-investment vehicles pay Emerald
Lake a Management Fee equal to a pre-negotiated amount or 0 - 1% of aggregate invested capital
generally on an annual or quarterly basis subject to the applicable Partnership Agreement. As to
each Fund, with the exception of Fund I, Emerald Lake will use commercially reasonable efforts
to cause the Management Fee, as applicable, to be paid from (i) distributions received by the
relevant Fund from portfolio companies and/or (ii) compensation received by Emerald Lake from
portfolio companies in connection with the performance of management and other services that
would otherwise offset the Management Fee as applicable as described in the relevant Partnership
Agreement. To the extent that such reduction exceeds the Management Fee, as applicable, for a
given quarterly or annual period, such excess will be carried forward to reduce the Management
Fee in the subsequent quarterly or annual periods, as applicable. To the extent any such excess
remains unapplied upon the final distribution of the relevant Fund’s assets, a payment will be made
crediting limited partners unless a limited partner has elected to waive such amount (e.g., where
an adverse tax consequence may result). As to each Fund, the Management Fee, as applicable,
will be payable until the final distribution of the relevant Fund’s assets as provided in the relevant
Partnership Agreement.

As further described in each such vehicle’s Governing Documents, certain Funds do not pay
Management Fees or pay reduced Management Fees.

Fund I

Fund I will pay Emerald Lake a Management Fee equal to 2.0% on an annual basis of aggregate
investor capital commitments (“Commitments”). Investors participating in a closing after such
Fund’s initial closing date bear the Management Fee from the initial closing date, generally in
addition to an interest component payable to Emerald Lake or an affiliate. The Management Fee
will be payable until proceeds from all portfolio investments are distributed or until Emerald
Lake’s relationship with the Fund is terminated for other reasons (as described in the Governing
Documents). Installments of the Management Fee payable for any period other than a full quarterly
period are adjusted on a pro rata basis according to the actual number of days in such period. As
a general matter, Management Fees will be payable during term extensions unless otherwise
agreed with investors.

As is generally the case in private equity funds, the Governing Documents provide that the Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Governing Documents, from the effective
date of the Fund until a date specified in the Governing Documents (the “Stepdown Date”),
Management Fees generally will be charged based on a formula tied to the amount of the relevant
Fund’s aggregate Commitments. Further, after the Stepdown Date, Management Fees generally
will be charged and calculated based on a formula tied to the amount of investment contributions
(including, where applicable, a Fund borrowing component (including interest expenses) and the
amount of any capitalized Transaction Fees (as defined below) or expenses, including costs of
Operating Partners) made by the Fund relating to investments that have not been realized or
completely written off for U.S. federal income tax purposes (such investments, “Impaired Value
Investments”). Due to differences in the criteria set forth in the Funds’ Governing Documents, in
the event where more than one Fund participates in an investment, there is the possibility that an
investment will become an Impaired Value Investment for purposes of one Fund’s Governing
Documents but not those of one or more other Funds.

Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date Management
Fees will not be calculated based upon such appreciated value, and will instead continue to be
calculated based on the amount of applicable investment contributions. Conversely, the Governing
Documents do not require Management Fees to be reduced or refunded following the occurrence
of a writedown, decrease (including a significant decrease) in fair value or other event not
constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents. For the avoidance
of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment
is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of Management Fees otherwise payable relating to such investment
will be reduced solely based on the ratio of the fair market value of each relevant remaining
investment(s) as compared against the amount of total investment contributions relating to such
investment(s) as of the date of the relevant event.
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TYPES OF CLIENTS

Emerald Lake provides investment advice solely to the Funds, and references throughout this
Brochure to “clients” and to Emerald Lake’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally 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 generally 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 often include, directly or indirectly, principals or other employees of Emerald Lake
and its affiliates and members of their families, Operations Group members or other Service
Providers retained by Emerald Lake, as well as executives of portfolio companies.

The relevant General Partner also generally is permitted from time to time to establish Funds that
are alternative investment vehicles in order to permit certain 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 Governing Documents of the related Fund.

     METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

Emerald Lake is a private investment firm focused on investments in portfolio companies believed
to benefit from Emerald Lake’s in-house operating professionals and experience. Emerald Lake’s
investment advisory services consist of identifying and evaluating investment opportunities,
negotiating investments, managing and monitoring investments and achieving dispositions for
investments.

As more fully described in the applicable Memorandum, Emerald Lake’s investment strategy
focuses on the acquisition of a target portfolio company and its direct and indirect subsidiaries and
controlled affiliates.

There can be no assurance that Emerald Lake will achieve the investment objectives of any Fund
and a loss of investment is possible.

Investment and Operating Strategy

Deal Sourcing and Due Diligence. Emerald Lake markets its investment criteria to its deal source
network with frequent emails, telephone calls, public relations, conference attendance and in-
person meetings. Once a potential investment is identified, Emerald Lake develops an investment
thesis and, through a detailed due diligence process, seeks to verify such thesis and investigate the
major business risks. As part of its diligence process, Emerald Lake completes a detailed analysis
of an industry including contacting a target company’s customers and vendors, trade organizations,
Emerald Lake’s contact network and, in certain instances, industry consultants.

Strategic Growth and Value Creation Plan. Senior members of the professional and operating staff
of Emerald Lake and its affiliates develop a strategic growth and value creation plan prior to the
close of each transaction focusing on the target’s strengths, weaknesses, competitive position,
industry trends and other relevant factors.

Build Management Team. Emerald Lake may supplement or replace the management team at a new
portfolio company or advise the existing management team on ways to improve performance.
Emerald Lake and its affiliates routinely search for highly qualified senior managers and often
identify qualified candidates prior to making the next investment. In certain instances, operating
professionals of Emerald Lake or its affiliates will fill key management roles (including chief
executive officer or chief financial officer) on an interim basis immediately following closing until
a professional management team can be assembled.

Internal Growth and Add-on Acquisitions. Once the above strategies have been implemented,

Emerald Lake will often seek to utilize the portfolio company’s cash flow, equity value and
borrowing capacity to accelerate growth through new product and market opportunities and add-
on acquisitions.

Exit Strategy. Once the portfolio company has restored a track record of sales growth and
consistent profitability, Emerald Lake will consider appropriate exit strategies, including the sale
to a strategic or financial buyer, an initial or secondary public offering or a recapitalization. Factors
considered include the company size, company growth rate, industry and competitive dynamics,
banking market conditions and capital market conditions.

Risks of Investment and Conflicts of Interest

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

Business Risks. A Fund’s investment portfolio will consist 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.

Investment in Junior Securities. The Funds are permitted to invest in securities which are among
the most junior in a portfolio company’s capital structure, and, thus, subject to the greatest risk of
loss. Generally, there will be no collateral to protect an investment once made.

Concentration of Investments. Each Fund will participate in a limited number of investments (and
may seek to make several investments in one industry or one industry segment and/or within a
short period of time) and, as a consequence, the aggregate return of a Fund may be materially
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