Falconpoint Capital Partners LLC

ITEM 5 FEES AND COMPENSATION

        In general, FalconPoint receives a fee or management fee (as applicable), incentive
distributions and carried interest in connection with the provision of advisory services to its clients.
Further specific details of fees, management fees, performance-based fees or allocations, fund
expenses and fee waivers are described below, but more fully set forth in a Fund’s respective
Governing Documents.

Pre-Fund SPV Fees

        The Pre-Fund SPV paid FalconPoint (i) a one-time fee of $2 million funded from capital
contributions made by the limited partners of the Pre-Fund SPV and (ii) a one-time deemed capital
contribution in an amount equal to $2 million funded from capital contributions made by the
limited partners in the Pre-Fund SPV on behalf of FalconPoint, in each case, for managing the Pre-
Fund SPV’s investment in the underlying portfolio company. Please refer to the Pre-Fund SPV’s
Governing Documents for detailed descriptions of the fees and expenses charge thereto.

Fund I Management Fees

         Subject to Fund I’s Governing Documents, during Fund I’s investment period, FalconPoint
will be entitled to a management fee (the “Management Fee”), payable quarterly in advance,
equal to 2.0% on an annual basis of aggregate investor capital commitments (“Commitments”)
held by investors not designated as “affiliated partners” by the General Partner. Commencing with
the first Management Fee due date after the expiration of the investment period or earlier upon the
occurrence of certain events as set forth in the Partnership Agreement (the “Stepdown Date”), the
Management Fee will be reduced and will equal 2.0% of (a) the aggregate unrecouped Bridge
Financings (as defined in the Partnership Agreement) and investment contributions made (or, in
each case, payable to the Fund), less (b) the aggregate amount of investment contributions with
respect to the portion of each investment that has been disposed of or completely written-off for
U.S. federal income tax purposes, in each case, with respect to investors not designated as
“affiliated partners.” 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. Such Management Fee will generally be payable until all Fund assets have been distributed
or until FalconPoint’s relationship with Fund I is terminated for other reasons (as described in the
Governing Documents). As a general matter, Management Fees will be payable during term
extensions, if any, unless otherwise agreed with investors.

         Under Fund I’s Governing Documents, the Management Fee will be calculated and charged
on a basis that generally is not tied to Fund I’s then-current net asset value. As further specified in
the Governing Documents and as discussed above, the Management Fee will initially generally be
charged based on a formula tied to the amount of the Commitments. However, after the Stepdown
Date, the Management Fee generally will be charged and calculated based on a formula tied to the
amount of investment contributions (including, where applicable, the Fund borrowing component
(including interest expenses)) made by the Fund relating to the Fund’s aggregate investment(s) in
its portfolio companies that have not been realized, disposed of or completely written off for U.S.

federal income tax purposes (such investments, “Impaired Value Investments”). As a result,
except where the Governing Documents expressly provide to the contrary, the amount of
Management Fees generally will not correspond with fluctuations in Fund I’s net asset value,
including where the fair market value of an investment exceeds or falls below the total amount of
contributed capital or the cost basis relating to such investment. Therefore, the Management Fee
will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions
(e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over
investments, extraordinary dividends or similar transactions, in each case in circumstances that do
not result in the complete disposition of Fund I’s interest therein, except as required by the
Governing Documents. Due to differences in the criteria set forth in their respective 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.

        The Governing Documents of Fund I set forth the full list of terms under which
Management Fees will be reduced, offset or otherwise be limited, and consequently investors
should expect to bear the full specified Management Fee rate in the Governing Documents until
they are reduced in the circumstances and on the date(s) specified therein.

        To the extent specified in a Fund’s Governing Documents, FalconPoint or another
FalconPoint entity will be permitted to receive certain supplemental fees and other amounts
(“Supplemental Fees”) consisting of closing fees, transaction fees, placement fees, acquisition
fees, disposition fees, financing fees, advisory fees, monitoring fees, financial consulting fees,
directors’ fees and other similar fees with respect to any actual or potential Fund I investment from
a portfolio company, in each case net of certain expenses as set forth in the Partnership Agreement.
Fund I’s Governing Documents generally will provide that a portion of Supplemental Fees
received by FalconPoint will be credited against the Management Fee otherwise owed to
FalconPoint in a specified percentage (e.g., 100%), subject to certain exclusions as described in
the Governing Documents. The remaining amount of such Supplemental Fees will be retained by
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ITEM 7 TYPES OF CLIENTS

        FalconPoint provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to FalconPoint’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 U.S. or non-U.S. laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended,
and the rules and regulations promulgated thereunder (the “Investment Company Act”). 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 personnel of FalconPoint and

its affiliates and members of their families, Operating Partners or other Service Providers retained
by FalconPoint or a Fund, as well as executives of portfolio companies.

        The relevant General Partner also generally is permitted 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.

        The Funds are generally expected to require a minimum investment amount for third-party
investors, and Fund interests will be offered and sold solely to: (i) “accredited investors,” as that
term is defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, (ii) “qualified clients,” as that term is
defined under the Advisers Act, and (iii) unless waived in the sole discretion of the relevant
General Partner, “qualified purchasers,” as that term is defined under the Investment Company
Act. FalconPoint is generally permitted to waive such minimum investment amount in its sole
discretion.