Fusion Capital Partners LP

Item 5: Fees and Compensation

In general, the Adviser receives a management fee and a performance-based fee in connection with
advisory services to its Funds. Each Adviser is also entitled to, in certain instances, additional
compensation in connection with management and other services performed for portfolio companies of
Funds, and such additional compensation offsets, in whole or in part, the management fees otherwise
payable to the Adviser as set forth in the corresponding Governing Documents of such Funds. Investors in
a Fund also bear certain expenses related to the organization and operation of such Fund.

The fees applicable to each of the Funds are set forth in detail in the corresponding Governing Documents.
A brief summary of such fees is provided below.

Management Fee

As compensation for its investment advisory services, the Adviser receives a management fee (the
“Management Fee” or “Management Fees”) from certain Funds, generally calculated as a percentage of
a Limited Partner’s capital commitments to the applicable Fund (excluding certain excluded capital
commitments, as applicable). The applicable Management Fee rate and the basis upon which such fee is
calculated vary by Fund and may vary over the life of a Fund, in each case as set forth in the applicable
Governing Documents. Management Fees for the Adviser’s primary investment funds generally begin at
an annual rate of 2.0% and may be reduced upon the occurrence of certain events as described in the
applicable Governing Documents. Management Fees are typically payable quarterly in advance.

Fusion’s co-investment vehicles do not pay a management fee to the Adviser or its affiliates.

Performance-Based Fee (“Carried Interest”)

Certain Funds will make distributions of net cash proceeds attributable to the disposition of investments
in portfolio companies, as well as distributions of securities in kind, together with any dividends and
interest income received with respect to investments in portfolio companies, in accordance with a
distribution waterfall as set forth in the applicable Fund's Governing Documents. Distributions are
generally made in the following order of priority: first, 100% to each Limited Partner until it has received
a return of its funded capital commitment attributable to realized investments, including allocable
organizational expenses, management fees, and fund expenses, plus an 8% per annum preferred return,
compounded annually, on such amounts (the "Preferred Return"); second, 100% to the General Partner
as a catch-up until it has received, as carried interest, 20% of the sum of the distributed Preferred Return
and amounts received in this tier; and thereafter, 80% to each Limited Partner and 20% to the General
Partner as carried interest. The General Partner is subject to a clawback obligation upon the Fund's final
distribution to the extent cumulative carried interest received exceeds the amount to which it is entitled
under the waterfall, net of taxes. Performance-based compensation of this nature creates conflicts of
interest, as the General Partner may be incentivized to make investment, disposition, and valuation
decisions in ways that affect the timing and amount of carried interest. Investors should refer to the
applicable Fund's Governing Documents for the complete terms governing distributions and carried
interest.

Transaction Fees

The Management Fee will be reduced by an amount equal to 100% of the Fund’s portion of Transaction
Fees attributable to Partners not designated as “affiliated partners” by the General Partner. “Transaction
Fees” include any (i) directors’ fees, consulting fees, monitoring fees or advisory fees paid to the General
Partner with respect to any actual or potential Fund investment and (ii) transaction fees paid to the
General Partner with respect to any actual or potential Fund investment, in each case net of certain
expenses (including those described below) as set forth in the Partnership Agreement.

Any break-up fees with respect to transactions not consummated by the Fund, and any commitment fees
or other amounts received in connection with the Fund’s making capital available for any consummated
or unconsummated transactions (collectively, “Breakup and Commitment Fees”) will be paid to the Fund
(or an entity owned by the Fund), in each case net of certain expenses (including those described below)

as set forth in the Partnership Agreement. Since the Fund (or such other entity owned by the Fund)
receives any such Breakup and Commitment Fees, the Management Fee will not be reduced by the
amount of any Breakup and Commitment Fees.

Various costs and expenses will reduce Transaction Fees (and therefore such amounts will not reduce the
Management Fee) and Breakup and Commitment Fees (and therefore such amounts will not be received
by the Fund), including out-of-pocket costs and expenses (including travel expenses) incurred by the
General Partner in connection with any consummated or unconsummated transaction or in connection
with generating any such Transaction Fees.

To the extent Transaction Fees exceed the Management Fee payable in any quarterly period, such excess
shall be carried forward to reduce the Management Fee payable in following quarterly periods.

Manager Expenses

The General Partner will pay all ordinary administrative and overhead expenses incurred in connection
with maintaining and operating its office(s), including employees’ salaries, rent and equipment expenses,
except with respect to Operations Group compensation and as otherwise provided in the Fund’s
Governing Documents.

Fund Expenses

The Funds of Fusion Capital will pay or reimburse the General Partner for, all other fees, costs, expenses,
liabilities and obligations relating to the Fund and/or its subsidiaries’ and intermediate entities’ activities,
business, alternative investment vehicles, portfolio companies or actual or potential investments,
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Item 7: Types of Clients

As described in Item 4 above, the Adviser provides investment advice to the Funds which are exempt from
registration as an investment company under the Investment Company Act, and whose interests are not
registered under the Securities Act.

The Fund is a private investment partnership formed under domestic law. At this time, it is not anticipated
that the Advisers would provide advisory clients that are “retail investors” as defined by Rule 204-5(d)(2)
under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

Investors in the Funds include institutions, high net-worth individuals, other pooled investment vehicles,
and other sophisticated investors that meet certain qualification requirements. Please note that investors
in the Funds are not clients of the Advisers by virtue of their investment in a Fund. The Funds generally
have a minimum investment amount as further described in the respective Fund’s Governing Documents
for third-party Investors. The Advisers may waive the minimum investment or contribution with respect
to any Fund in its sole discretion.

Interests in the Fund is currently offered on a private placement basis, and where applicable, in reliance
on Section 3(c)(7) of the Company Act, to persons who generally are “accredited investors” as defined
under the Securities Act that are also “qualified clients” for purposes of the Advisers Act (or qualified
knowledgeable Adviser personnel), and who are subject to certain other conditions, which are fully set
forth in the offering documents of such Fund.