G Squared Equity Management LP

ITEM 5: FEES AND COMPENSATION

        In general, G Squared receives a management fee and a carried interest in connection with
advisory services. Although neither the Firm nor its affiliates have historically made a practice of
receiving additional compensation in connection with management and/or other services performed
for portfolio companies of Funds, any such additional compensation in the future would offset in
whole or in part the management fees otherwise payable to G Squared in accordance with the
Governing Documents. Investors in a Fund also bear certain expenses, as discussed in greater detail
below.

               Management Fees

       With respect to the Flagship Funds, the General Partners generally receive a management
fee (“Management Fee”) initially equal to 2.0% on an annual basis of aggregate Flagship Fund
Investor capital commitments (“Commitments”). After the first fiscal quarter following the end of
the Fund’s commitment period, the annual Management Fee rate generally is 2.0% of the aggregate
cost basis (as reduced by any permanent write-offs) of portfolio securities held by the Flagship
Fund as of the start of the applicable fiscal quarter, subject to certain limitations on Management
Fee rate reductions, as specified in the Governing Documents.

        With respect to the Opportunities Funds, GSEM generally receives a Management Fee equal
to 1.0% per annum of the total capital contributions made to such Funds, payable at such times as
are set forth in the Governing Documents of the Opportunities Funds. Management Fees that accrue
after a set period specified in the Governing Documents generally are only paid to GSEM through
deductions of amounts that would otherwise be distributed to Opportunities Fund Investors.

        With respect to the Flagship Funds, the Management Fee will be calculated and charged on
a basis that generally is not tied to the Flagship Fund’s then-current net asset value. As further
specified in the relevant Governing Documents, Management Fees will initially generally be charged
based on a formula tied to the amount of the relevant Flagship Fund’s aggregate commitments.
However, after a certain point in time specified in the relevant Governing Documents, a Flagship
Fund’s Management Fee generally will be charged and calculated based on a formula tied to the
cost basis of investments made by such Flagship Fund (the “Stepdown Date”). 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 the Flagship Fund’s net asset value, including
where the fair market value of an investment exceeds or falls below the total cost basis relating to
such investment. Therefore, the Management Fee generally will not be reduced in connection with
any partial distributions, partial realizations, reorganizations and write downs except as required
by the relevant Governing Documents. Flagship Fund Governing Documents set forth the full list of
terms under which a Flagship Fund’s Management Fee will be reduced, offset or otherwise be
limited, and consequently Investors should expect to bear the full specified Management Fee in the
relevant Governing Documents until they are reduced in the circumstances and at the point(s) in
time specified therein. In many circumstances, the fair value component of such post-Stepdown
Date Management Fees will include capitalized transaction-specific expenses of unrealized
investments. Further, Management Fees generally will not be reimbursed or refunded under the
Governing Documents in the event of realizations, dispositions or partial write-downs that occur
partway through the relevant calculation period. See “Management Fee; Performance-Based Fees”
under “Conflicts of Interest” below for additional information regarding potential conflicts related
to Management Fee calculations and the Stepdown Date.

        To the extent specified in a Flagship Fund’s Governing Documents, GSEM or another Firm
entity will be permitted to receive certain supplemental fees and other amounts (“Fees Subject to
Offset”) consisting of transaction, commitment, break-up, advisory, syndication, guarantee,
directors, officers, management and other fees paid by a portfolio company. Flagship Fund
Governing Documents generally provide that 100% of Fees Subject to Offset received by the Firm
will be credited against Management Fees otherwise owed to the Firm.

        The Management Fee generally commences as of each Flagship Fund’s initial closing date
and is based on aggregate Commitments, regardless of when a Limited Partner is actually admitted
to the Fund. As a general matter, Management Fees will be payable during term extensions unless
otherwise agreed with investors.

               Carried Interest

        With respect to the Flagship Funds, subject to satisfaction of various pre-conditions and
limitations (e.g., European waterfall distribution mechanics), the General Partners generally are
entitled to receive a carried interest equal to 20% of distributions to the extent that each Limited
Partner has received cumulative distributions over the term of the Fund at least equal to its
aggregate capital contributions, as more fully detailed in the Governing Documents. With respect

to the Opportunities Funds, subject to satisfaction of various pre-conditions and limitations, GSEM
generally is entitled to a carried interest equal to 10% of distributions with respect to each
investment series to the extent that each participating member in the relevant investment series
has received cumulative distributions equal to its aggregate capital contributions, as more fully
detailed in the Governing Documents. It is expected that any future Flagship Funds and
Opportunities Funds will have similar fee structures.

               Other Information

        G Squared is permitted to exempt certain “principal limited partner” Investors in the Funds
...

ITEM 7: TYPES OF CLIENTS

        G Squared provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to G Squared’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 (together with
the rules and regulations promulgated thereunder, the “Company Act”). The Investors participating
in the Funds generally include high net worth individuals, pension and profit-sharing plans (other
than plan participants), sovereign wealth funds and fund-of-funds, family offices, trusts, estates or
charitable organizations or other corporations or business entities and from time to time include,
directly or indirectly, principals or other employees of GSEM and its affiliates and members of their
families, consultants or other service providers retained by GSEM.

        The Funds generally have a minimum investment amount for third-party Investors ranging
from $100,000 to $2,500,000 depending on the particular Fund. The minimum investment amount
generally is permitted to be waived by the General Partner or GSEM (as applicable). Generally,
Investors must be (i) “accredited investors” as defined under Regulation D of the Securities Act of
1933, as amended, and (ii) either “qualified purchasers” or “knowledgeable employees” as defined
under the Company Act. Fund Investors are required to make representations concerning their
financial sophistication and ability to bear the risk of loss of their entire investment. The Firm
reserves the right to waive these qualification requirements under certain circumstances.