Greylion Partners LP

FEES AND COMPENSATION

       In general, GreyLion receives a management fee and carried interest in connection with
advisory services. GreyLion reserves the right to receive additional compensation in connection
with management and other services performed for portfolio companies of Funds and such
additional compensation is expected to offset in whole or in part the Management Fees (as
defined below) otherwise payable to GreyLion in accordance with the relevant Governing
Documents. In addition, in certain circumstances GreyLion receives compensation for
management and other services performed in connection with co-investments made in portfolio
companies of the Funds. Investors in a Fund also bear certain expenses including those discussed
below.

Management Fees

        Subject to the applicable Governing Documents, each Fund generally pays GreyLion a
quarterly management fee (the “Management Fee”) in respect of each limited partner of such
Fund in an amount equal to a percentage of such limited partner’s commitment in such Fund
(“Commitments”) during its investment period. Thereafter, the Management Fee in respect of
each limited partner equals a percentage of such limited partner’s funded Commitments in
respect of investments that have not been the subject of a disposition, write-off or permanent
write-down. Investors participating in a closing after a Fund’s initial closing date as defined in
the applicable Governing Documents bear the Management Fee as if they were admitted from
such initial closing date, plus additional notional interest payable to GreyLion. The Management
Fee is generally payable until the earlier of (A) following such Fund’s dissolution pursuant to its
Governing Documents, the date of final distribution of the proceeds from liquidation pursuant to
its Governing Documents and (B) the date which is two (2) years after the end of such Fund’s
term, pursuant to its Governing Documents, including any extensions approved pursuant to the
terms in its Governing Documents. Where the Governing Documents calculate Management
Fees based on the amount of Commitments or the amount of investment contributions, the
amount of Management Fees generally will not be reduced based on reductions in investment
value, except where specified by the relevant Governing Documents. As a general matter,
Management Fees will be payable during term extensions unless otherwise agreed with
investors.

        Management Fees will be calculated and charged on a basis that generally is not based on
the respective Fund’s then-current net asset value. Subject to the Fund’s Governing Documents
and related management agreements, from the effective date of the relevant Fund until the earlier
of the end of the Fund’s defined investment period and the date the relevant General Partner (or
an affiliate thereof) first begins accruing management fees from a successor Fund (the
“Stepdown Date”), Management Fees generally will be charged based on a percentage of the
relevant Fund’s aggregate Commitments. After the Stepdown Date, Management Fees generally
will be charged based on the amount of investment contributions made by the relevant Fund
(and, where applicable, cash borrowing or other credit support obligations secured by (and not in
excess of) available commitments of such Fund in respect of investments that have not been
realized or permanently written down, which is generally defined as the write down of fair
market value of an investment equal to or less than ten percent of the cost basis of the investment
for a period of more than one year.

        As a result, the amount of Management Fees typically will not correspond with
fluctuations in the Fund’s net asset value, including following the investment period, and will,
for most Funds, not be reduced in connection with any write downs, except in the case of
investments permanently written down.

       Where applicable, in many circumstances, the cost basis component of such post-
Stepdown Date Management Fee base will include capitalized transaction-specific fees and
expenses (including Supplemental Fees (as defined below)) of unrealized investments paid to
Service Providers, operating partners, GreyLion or otherwise.

         Each Fund’s Governing Documents and related management agreements 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 and related management agreements until they are reduced in the
circumstances and on the date(s) specified therein.

        To the extent specified in a Fund’s Governing Documents, GreyLion is permitted to
receive certain supplemental fees and other amounts (“Supplemental Fees”), such as transaction
fees, monitoring fees, break-up fees and directors’ fees, and other designated net fee payments
received by GreyLion or its partners or personnel from portfolio companies or prospective
portfolio companies. The Funds’ Governing Documents generally provide that Supplemental
Fees received by GreyLion from the Funds’ attributed portion of the portfolio company will be
credited against the Management Fees otherwise owed to GreyLion in a specified percentage
(e.g., 100%). The remaining amount of such Supplemental Fees, if any, will be retained by
GreyLion. To the extent that such an offset credit would reduce the Management Fee below zero,
the credit will be carried forward for future application against payable Management Fees and if
a credit remains upon liquidation a payment will be made crediting limited partners unless a
limited partner has elected to waive such amount (e.g., where an adverse tax consequence
potentially will result, in which case GreyLion will retain the benefit).

         As a matter of practice, GreyLion reserves the right to be paid Supplemental Fees from,
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TYPES OF CLIENTS

        GreyLion provides investment advice to the Funds. The Funds include investment
partnerships or other investment entities formed under U.S. laws, and could include non-U.S.
entities, in each case, operated as exempt investment pools under the Investment Company Act
of 1940, as amended (the “Investment Company Act”). The investors participating in the Funds
may include individuals, banks or thrift institutions, other investment entities, university

endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts,
estates or charitable organizations or other corporations or business entities and may include,
directly or indirectly, principals or other personnel of GreyLion and members of their families,
the Senior and Other Advisers or other service providers retained by GreyLion or a Fund, as well
as executives of portfolio companies.

       The Funds may include alternative investment vehicles established in order to permit one
or more investors to participate in one or more particular investment opportunities in a manner
desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally
have limited discretion to invest the assets of these vehicles independent of limitations or other
procedures set forth in the organizational documents of such vehicles and the Governing
Documents of the related Fund.

       GreyLion anticipates that the Funds will generally have a minimum commitment of $10
million for third party investors. Such minimum commitment can be waived by GreyLion.
GreyLion expects to offer Fund interests solely to “qualified purchasers” (and to certain
GreyLion personnel who qualify as “knowledgeable employees,” as such terms are defined
under the Investment Company Act).

       METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS GENERAL

        The strategy of the Funds is to make private equity and equity-related investments
principally in leading growth-oriented, lower middle market companies primarily in the United
States. GreyLion defines lower middle market companies as those with EBITDA up to $20
million. The Funds seek to invest in businesses that generally have strong and differentiated
competitive positions in their respective sectors, and under the leadership of professional
management teams, the potential for significant continued growth of operations and cash flow
and enhanced valuations. The Funds focus on investments in the applicable services, industrial
and other sectors.

        The Funds make equity investments for either controlling interests or minority positions
via a variety of deal structures including, but not limited to, growth financings, recapitalizations
and management-led buyouts. Consistent with the Funds’ growth-oriented strategy, the Funds
target investments in companies that typically exhibit certain of the following key characteristics:
large addressable markets, price leadership, compelling margins, differentiated products/services,
strong customer relationship and the ability to sustain distinctive competitive positions in their
respective markets.

       There can be no assurance that GreyLion will achieve the investment objectives of any
Fund and a loss of investment is possible.

Investment and Operating Strategy

Deal Sourcing

        Relationship-based sourcing is a strategic focus for GreyLion. Sourcing efforts seek to
capitalize on the GreyLion investment team’s experience and industry networks (in the
consumer, services and industrial sectors, in particular). The GreyLion investment team has

experience in providing the first institutional capital to companies and working with
entrepreneur-led businesses.

Due Diligence

        The due diligence process begins with an initial screen of an opportunity to develop a
high-level investment thesis and determine primary areas of diligence focus. Should a company
pass this initial screen, the GreyLion investment team will conduct industry research, company
and peer analysis as well as identify key threshold questions / concerns which will be the focus
of a preliminary meeting with management.

        As part of the due diligence process, the investment team typically creates its own
bottom-up and top-down models of the company to determine deal valuation through a
combination of fundamental analysis, industry analysis, and peer valuations/prior transaction
examples. As part of these efforts, GreyLion generally evaluates customers and suppliers;
competitive positioning; operating capability; management quality; and opportunity for value
creation. The team also undertakes appropriate legal and financial reviews and stress tests of the
company’s potential for achieving growth projections under a variety of scenarios. As part of this
iterative diligence process, where appropriate, the investment team leverages Senior and Other
Advisers for their expertise and experience in relevant sectors.

       During the diligence process, the investment team works with management to review key
data and insights. To help management understand GreyLion’s perspective and ensure that there
is a shared vision for growth and how to achieve that growth, GreyLion typically creates a
“reverse diligence” presentation which summarizes key analyses and initiatives that are
immediately actionable following the closing of a transaction.

Investment Decision

        The due diligence analysis culminates in a review of each potential transaction by the
investment team, supported by an investment memo which summarizes GreyLion’s findings and
the investment recommendation.

Portfolio Management / Value Creation

        In general, GreyLion seeks to collaborate with company management in developing a
strategic value creation plan, which will be tailored based on the company’s specific needs. Key
components of a given company’s strategic value creation plan will vary depending on the
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