Goode Partners LLC

Item 5 – Fees and Compensation

A.      Compensation for Advisory Services

Goode receives asset-and performance-based fees and allocations from Goode Fund II and Goode Fund III
(as well as other compensation and reimbursements of expenses, as described further below). The specific
payment terms and other conditions of these fees and allocations are set forth below and in the relevant
Fund Documentation. Goode does not receive asset- or performance-based compensation from, or allocate
organizational or operating expenses to, the Goode Investment Vehicles and the Co-Investment Vehicles.
However, the Goode Investment Vehicles and the Co-Investment Vehicles do incur direct expenses.

Management Fees

The following is a summary of the method used to calculate the management fee paid to Goode, by Goode
Fund II and Goode Fund III:

During the period commencing on the effective date of Goode Fund II and Goode Fund III and ending on
the earlier of (i) the date six years from the final closing date of Goode Fund III, extended from five years

by amendment, or the date five years from the effective date of Goode Fund II, and (ii) a date selected by
Goode in its discretion when at least 75% of the Limited Partner capital commitments of Goode Fund II or
Goode Fund III have been drawn for or otherwise committed to investments, Goode Fund II and Goode
Fund III pay to Goode a management fee of 0.50% per quarter (equal to 2.0% per annum) of aggregate
Limited Partner capital commitments.

After the periods set forth in (1) above, Goode Fund II and Goode Fund III pay to Goode a management
fee equal to 2.0% per annum of aggregate Limited Partner capital commitments, less the amount of any
distributions of capital returned to the Limited Partners of Goode Fund II and Goode Fund III.

Because management fees are based on capital commitments, Goode may be incentivized to oversize Goode
Fund II and Goode Fund III to increase the amount of its management fees. Goode believes that,
notwithstanding this potential conflict, it has sought and continues to seek capital commitments in amounts
that allow it to effectively deploy capital towards attractive investment opportunities on behalf of Goode
Clients.

Goode may also receive advisory fees, consulting fees, break-up fees, directors’ fees, monitoring fees, and
transaction fees at the time of investment from and with respect to the portfolio companies in which Goode
Clients invest. Fees paid to Goode Partners are generally shared with Goode Fund II or Goode Fund III
and its Limited Partners through reductions or off-sets against management fees that would otherwise be
payable to Goode, as further described in the relevant Fund Documentation. Fees paid to GP2 Management
are not shared with the Goode Investment Vehicles but retained in accordance with the Investment Vehicle
Documentation.

The management fees described above (as well as the carried interest distributions described below)
constitutes the compensation paid by Goode Clients. Goode does not otherwise maintain a fee schedule.

Carried Interest

The General Partner of Goode Fund II, the General Partner of Goode Fund III and the Managing Member
of the Goode Investment Vehicles are entitled to share in the profits (if any) generated on behalf of Goode
Fund II, Goode Fund III, and the Goode Investment Vehicles, respectively. Such compensation is in the
form of carried interest distributions made based on proceeds generated and distributed from the sale or
other capital event of portfolio investments made by Goode Fund II, Goode Fund III and the Goode
Investment Vehicles. The carried interest distributions are in an amount equal to 20% of all such
distributions made to Limited Partners of Goode Fund II and Goode Fund III and to Members of Goode
Investment Vehicle I after the return of invested capital, expenses, and a preferred return. For Goode
Investment Vehicle II it is an amount equal to 15% of all such distributions made to the Members, after the
return of invested capital, expenses, and a preferred return. For Goode Fund II, a preferred return of 10%
per annum is paid to those Limited Partners that participated in the first closing and 8% per annum to those
that participated in the final closing. For Goode Fund III, a preferred return of 8% per annum is paid to the
Limited Partners. For Goode Investment Vehicle I, a preferred return of a 20% internal rate of return on
capital contributions is paid to the members and for Goode Investment Vehicle II, a preferred return of 2.5x
of the aggregate capital contributions are paid to the members. All performance-based compensation
payable to the General Partner or Managing Member will be affected consistent with the requirements of
Section 205 of the Advisers Act and Rule 205-3 thereunder.

The General Partner does not receive carried interest distributions from the Co-Investment Vehicles.

Fee Waivers/Reductions

Certain Limited Partners of Goode Fund II and Goode Fund III and Members of the Goode Investment
Vehicles, have negotiated, and may in the future negotiate, side letter agreements which may result in
different management fees for Goode Fund II and Goode Fund III and carried interest terms than those set
forth in the Fund Documentation. Further, as noted above, Goode does not receive asset- or performance-
based compensation from (or allocate organizational or operating expenses to) the Co-Investment Vehicles,
which were established primarily for Goode consultants, employees, and their family members and/or
entities formed for the benefit of those persons to invest alongside Goode Fund II and Goode Fund III.

Indemnification

Goode Fund II, and Goode Fund III are obligated to indemnify Goode and its personnel under circumstances
set forth in the relevant Fund Documentation (subject to restrictions on the amount for which each Limited
Partner would be liable). The Goode Investment Vehicles and the Co-Investment Vehicles have similar
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Item 7 – Types of Clients

As noted in Item 4 above, Goode provides discretionary investment advisory services to Goode Clients
(which may be organized as domestic partnerships, corporations, limited liability companies or other
incorporated or unincorporated entities). The Limited Partners of Goode Fund II and Goode Fund III are
generally institutions and high net worth individuals. The Members of the Goode Investment Vehicles are
institutions.

The limited partnership interests of Goode Fund II, Goode Fund III and the membership interests of the
Goode Investment Vehicles and the Co-Investment Vehicles are not registered under the U.S. Securities
Act of 1933. Accordingly, interests in such entities are offered exclusively to investors satisfying the
applicable eligibility requirements either in private placement transactions within the United States or in
offshore transactions. Goode Fund II and Goode Fund III are excepted from the definition of an “investment
company” under Section 3(c)(1) and/or Section 3(c)(7) of the 1940 Act and the Goode Investment Vehicles
and the Co-Investment Vehicles are exempt pursuant to Section 3(c)(1) of the 1940 Act.

Limited Partners in Goode Fund II and Goode Fund III and Members in the Goode Investment Vehicles
are required to complete and submit a subscription agreement binding them to the terms of the relevant
Funds Documentation. The minimum investment is generally $10 million for Goode Fund II and Goode
Fund III and $1 million for the Goode Investment Vehicles. However, such minimum investment amounts
may be modified on a case-by-case basis in accordance with the relevant Fund Documentation.