Groundforce Capital Management LLC

Item 5. Fees and Compensation

Management Fees

GroundForce typically receives a management fee (“Management Fee”) for providing investment
advisory and administrative services to its Funds. The applicable Management Fee rates for each
Fund are disclosed to Investors in the Governing Documents for each Fund. Management Fees are
calculated based on each Investor’s capital commitment during the investment period and, thereafter,
may be reduced by a fixed percentage annually subject to a floor as described in the Governing
Documents. Management Fees are paid quarterly in advance generally from capital contributions
from Investors.

GroundForce may, in its discretion, agree in a signed contractual arrangement with any Investor to
waive or reduce Management Fees to such Investor.

Pooled investment vehicles that GroundForce may advise in the future may be subject to different
fee arrangements that will be outlined in further detail within their respective Governing
Documents.

Carried Interest

Each General Partner is entitled to receive a share of the profits (“Carried Interest”) generated by
the respective Fund, subject to certain terms and conditions as more fully described in such Fund’s
Governing Documents. The precise amount of, and the manner and calculation of, the Carried
Interest for each Fund is disclosed in the Governing Documents of each respective Fund. The
General Partner of the Fund may waive or reduce the amount of Carried Interest borne by any
Investor.

Management Fee Offset

The Firm, the General Partner of the applicable Fund, and their respective members and affiliates
may, from time to time, receive cash or other compensation paid for service as directors, consulting,
management service, advisory, consultant, transaction, commitment, breakup or broken deal fees or
similar fees in connection with any Portfolio Company or any company in which the Firm is
expected to invest but issuance of securities was not consummated. Such cash or other compensation
shall generally offset Management Fees according to the process described in the respective Fund’s
Governing Documents.

Generally, the General Partner and the Firm have discretion over whether to charge transaction fees,
monitoring fees or other similar fees or to require other compensation from a Portfolio Company,
as well as the rate, timing and/or amount of such compensation. Such compensation may give rise
to conflicts of interest between one or more Funds, on the one hand, and the Firm and/or its
principals and affiliates on the other hand. The Firm expects to utilize the Advisory Committee (or
similar representatives of the Investors in a Fund) to review and (as applicable) provide consent to
any transaction in which there is a material conflict of interest. The process for addressing any such
conflicts of interest for a specific Fund and its Investors is addressed in the applicable Fund’s
Governing Documents.

Certain organizational cost may offset Management Fees in accordance with the respective Fund’s
Governing Documents.
As part of the management of the Portfolio Companies held by the Funds, GroundForce may appoint,
and Portfolio Companies may engage, executives with expertise in certain areas (“Operating
Advisors”) as directors, consultants or for other assignments. Operating Advisors are independent
contractors of the Portfolio Companies but may also be employees or affiliates of the Firm or
otherwise have ongoing relationships with GroundForce, its principals or its direct or indirect owners.
For example, GroundForce may cause a Portfolio Company to hire an Operating Advisor that has
acted as a senior executive at other Portfolio Companies or that has a relationship with the Firm that
could be construed as equivalent to ongoing employment.

Any fees and expense reimbursements paid by the Portfolio Company to the Operating Advisor may
not reduce (or “offset”) the Management Fee payable to GroundForce by such Fund as set forth in the
applicable Fund’s Governing Documents.

Other Fees and Expenses

Each Fund will bear certain costs and expenses, as set forth in such Fund’s Governing Documents.

GroundForce will be responsible for all normal overhead expenses of managing each Fund, including
compensation for its employees, rent, utilities and other ordinary and recurring expenses of
management.

Each Fund will also be responsible for all other direct expenses of the Fund (which are not
reimbursed by a Portfolio Company), including the Management Fee; all costs and expenses
incurred in the purchase, holding, sale or exchange of investments by the Fund (whether or not
ultimately consummated), including, but not by way of limitation, private placement fees, finder’s
fees, brokerage commissions and other execution and transaction costs, and interest on borrowed
money; expenses incurred in connection with the investigation, prosecution or defense of any claims
by or against the Fund or any person indemnified by the Fund, including claims by or against a
governmental authority, audit and accounting fees; due diligence expenses and other expenses
incurred in investigating and evaluating investment opportunities of the Fund (e.g., consulting,
legal, appraisal, third-party research, travel and entertainment (including airfare, meals and lodging)
and other costs); “broken deal” expenses (which will be allocated solely to the Fund even if
GroundForce had sought to allocate the relevant investment between the Fund and one or more co-
investors); exchange, clearing and settlement charges; investment banking fees and expenses;
custody fees; regulatory, licensing, filing or registration fees, including fees and expenses incurred
in connection with the registration of the Fund’s securities under applicable securities laws or
regulations and costs and expenses (including legal fees and expenses and costs of consultants)
incurred to comply with any applicable law, regulation or directive, including regulatory filings,
...

Item 7. Types of Clients

GroundForce’s only clients are the Funds. The Funds are typically Delaware limited partnerships
that are exempt from registration as an investment company under the Investment Company Act,
and whose interests are not registered under the Securities Act. The minimum investment required
for each Fund is outlined in each Fund’s Governing Documents.