Greenbriar Equity Group LP

Item 5. Fees and Compensation

Management Fees

Our Clients generally pay us annual management fees in exchange for our investment management
services. The management fees that our Clients pay us are provided for in their Governing
Documents that they enter into with us. The management fees for an annual period are payable
semiannually partially in arrears and partially in advance. The amount of management fees payable
by a Client during its investment period (i.e., period of time during which we may draw upon the
limited partners’ capital commitments to make new investments) is based on a percentage of the
Client’s aggregate capital commitments. The amount of management fees payable by a Client
following its investment period is reduced based on a formula set forth in the applicable Client’s
Governing Documents. The specific management fees payable by a Client are negotiated at the time
of its formation and are described in the applicable Fund’s Governing Documents. As a general

matter, management fees will be payable during term extensions unless otherwise agreed with
investors.

As is generally the case in private equity funds, the Governing Documents provide that a Fund’s
management fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Governing Documents, from the effective
date of the relevant Fund until a date specified in the Governing Documents (the “Stepdown Date”),
management fees generally will be charged based on a formula tied to the amount of the relevant
Fund’s aggregate commitments. Further, after the Stepdown Date, management fees generally will
be charged and calculated based on a formula tied to the amount of investment contributions
(including, where applicable, a Fund borrowing component (including interest expenses) and the
amount of any capitalized Other Fees (as defined below) or expenses), including costs of the
Operating Network, made by the relevant Fund relating to the Fund’s investment(s) that have not
been realized or written down to zero, excluding those investments where Greenbriar is affirmatively
attempting to salvage value with respect to the applicable investment (such written down
investments, “Impaired Value Investments”). 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.

Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date management
fees will not be calculated based upon such appreciated value, and will instead continue to be
calculated based on the amount of applicable investment contributions.

As a result, and as is generally the case for private equity funds, the amount of management fees
generally will not correspond with fluctuations in the net asset value of individual investments or of
a Fund, including following the relevant investment period, and will not be reduced in connection
with any write downs, except in the case of Impaired Value Investments. Except where the
Governing Documents expressly provide to the contrary, management fees will not be reduced (in
whole or in part) in the case of dispositions, distributions or partial sales of investments.

In many circumstances, the post-Stepdown Date management fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees (such as
Other Fees) and expenses paid to Service Providers, members of the Operating Network, Greenbriar,
or its affiliates. Further, management fees generally will not be reimbursed or refunded under the
Governing Documents in the event of realizations, dispositions or partial write-downs or write-offs
that occur partway through the relevant calculation period.

The Governing Documents 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.

Principals and other current or former personnel of Greenbriar generally receive salaries and other
compensation derived from, and in certain cases including a portion of, management fees, carried
interest or other compensation received by Greenbriar or its affiliates.

Other Fees

We also receive management, directors’, consulting and other similar fees and financing or other
transaction fees (including break-up fees) in connection with the activities of the Funds (“Other Fees”)
as described in each Fund’s Governing Documents. In addition, we are reimbursed by the Funds’
portfolio companies for expenses we incur in connection with our performance of the services that give
rise to Other Fees. Except where the relevant Governing Documents or Side Letter(s) expressly provide
to the contrary, Other Fees generally are allocated among Fund investors regardless of whether any
individual investor negotiated for an elective or automatic contractual right that would have excused
them from participating in the investment.

In general, the aggregate management fee that a Client pays us is reduced by a portion of any Other
Fees received by us in connection with the activities of the Fund. If the management fee payable by a
Fund is reduced to zero as a result of our receipt of Other Fees (or because the management fee is no
longer payable) and all carryforwards, we will carry forward the excess for the benefit of such Fund’s
limited partners in future periods. If any such excess remains upon liquidation of a Fund, a distribution
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Item 7. Types of Clients

We provide discretionary management and advisory services to the Funds directly, subject to the
direction and control of the General Partner or managing member of each Fund, and not individually
to the investors in each Fund. Investors in the Funds include, but are not limited to pension plans,
insurance companies, foundations, funds of funds and endowments.