Freedom 3 Capital LLC

Item 5.          Fees and Compensation

Fund Management Fees (for all Funds except F3C IDF).

As more specifically set forth in the Governing Documents for the Funds, Fund 2 pays the Adviser
an annual management fee, payable quarterly in advance, equal to 1.0% per annum of the lesser
of cost or net asset value of the Fund’s portfolio as a result of step-downs due to termination of
their investment periods and raising of successor Funds; Fund 3, Fund 4 and Fund 5 will pay the
Adviser an annual management fee, payable quarterly in advance, equal to 1.5% per annum of the
aggregate capital commitments of investors during the Fund’s investment period, and 1.5% per
annum of the lesser of cost or net asset value of the Fund’s portfolio after the investment period;
Fund 6 will pay the Adviser an annual management fee, payable quarterly in advance, equal to
1.5% per annum of the invested capital, based on the lesser of cost basis or fair market value of
the portfolio; and the Senior Fund will pay the Adviser an annual management fee, payable
quarterly in advance, equal to 0.25% of gross assets increasing to 0.5% when, as and if the Senior
Fund enters into a permanent senior secured credit facility. The Adviser and the General Partner to
a particular Fund can waive or reduce fees payable by any Fund. None of the SPVs pay
management fees.

The Funds’ management fees are offset by 100% of all directors’ fees, transaction fees, investment
banking fees, break-up fees, advisory fees, monitoring fees or other similar fees received by the
Adviser, the respective General Partners or any of their respective affiliates from any portfolio
investment, net of any unreimbursed expenses, such offset in each case being relative to each
Fund’s respective investment in such portfolio investment.

The Funds have borne all legal and other expenses incurred in the formation of the Funds (other
than any placement fees) (“Organizational Expenses”) up to an amount not to exceed $250,000 for
Fund 2, $450,000 for Fund 3, $500,000 for Fund 4 and Fund 5, $800,000 for Fund 6, $100,000 for
F3C-PPC, $70,000 per annum for the Labyrinth Fund and $200,000 for the Senior Fund.
Organizational Expenses more than this amount, and any placement fees, may be paid by the Funds
but borne by the Adviser through a 100% offset against the management fee of the relevant Fund.
The 2018 Feeder paid the Adviser a one-time organizational fee which is not offset against any
management fees. Organizational Expenses of the SPVs are not subject to offset since the SPVs
do not pay management fees.

The Funds are also responsible for all other expenses attributable to its operations, including, but
not limited to:

   •      the fees and expenses relating to consummated portfolio investments, unconsummated
          investments, indebtedness (including interest thereon), guarantees and temporary or short-

       term investments, including the evaluation, acquisition, holding and disposition thereof,
       to the extent that such fees and expenses are not reimbursed by a portfolio company or
       other third party.
   •   premiums for insurance protecting the Funds and any indemnified parties from liabilities
       to third parties in connection with the Funds’ investment and other activities;
   •   legal, custodial, auditing, bookkeeping and accounting expenses, including expenses
       associated with the preparation of the Funds’ financial statements, tax returns and Schedule
       K-ls (or equivalent) and the representation of the Funds or its partners by the tax matters
       partner, including expenses paid or incurred in connection therewith;
   •   banking and consulting expenses;
   •   appraisal and valuation expenses;
   •   expenses related to organizing persons through or in which portfolio investments may be
       made;
   •   costs and expenses that are classified as extraordinary expenses under generally accepted
       accounting principles;
   •   taxes and other governmental charges, fees and duties payable by the Funds;
   •   indemnifiable claims, losses and damages;
   •   costs of reporting to the partners and of each annual meeting of partners and the meetings
       of the limited partner advisory board (including, without limitation, expenses of the limited
       partners incurred in connection therewith or in the attendance thereof);
   •   costs of winding up and liquidating the Funds;
   •   all annual registration fees and registered office fees and expenses; and

   •   legal and origination costs related to the Fund 3 Feeder, Feeder A, Feeder B, the Fund 5
       Feeder and the Fund 6 Feeder leverage facilities.

The General Partners, each an affiliate of the Adviser, are entitled to receive performance fees in
the form of carried interest on the profits of the respective Fund; provided, no carried interest is
allocated at the SPV level. The Adviser is entitled to receive performance or incentive fees on the
profit generated by the Accounts on a case-by-case basis subject to the terms agreed to for each
Account. See Item 6 below.

Account Management Fees.

Compensation to the Adviser from the Accounts involves, and will involve for Accounts
established in the future, a similar structure as that of the Funds but will be negotiated on a case-
by-case basis and may in some cases be lower than the compensation paid by the Funds. In some
cases, in lieu of receiving an incentive fee and a management fee based on the values of Account
assets, the Adviser retains a portion of the purchase price discount, closing or origination fee on
an investment or portion thereof (commonly referred to as “OID”) purchased for the Account.
Account Clients also pay performance-based fees based on a return over a preferred return on the

Client’s investment.

Fees and expenses may be deducted from the assets of the Accounts and the Funds. Except for the
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Item 7.          Types of Clients

The Adviser seeks Accounts from insurance companies and other institutional investors.

Investment in the Funds is only available to “accredited investors” (as that term is defined under
the rules promulgated under the Securities Act of 1933, as amended) consisting of friends and
family of the Adviser, as well as family offices and other sophisticated investors. The Funds have
a specified minimum investment amount as set forth in the applicable Governing Documents. The

Adviser or the respective General Partners (or in the case of F3C IDF, Spearhead Administrative
Services, LLC and/or its affiliates) have discretion to permit investments below the specified
minimum with respect to any investor.