Growth Catalyst Partners LP

Item 5 – Fees and Compensation

GCP and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional
compensation in connection with management services performed for the portfolio companies
of the Funds and reimbursements from portfolio companies for certain expenses advanced on
their behalf. Differences exist from Fund to Fund, and certain Funds do not charge certain fees,
compensation or expenses that other Funds charge or charge them in different amounts. The
following is a general description of fees, compensation and expenses of the Funds. Limited
partners should refer to the Governing Documents of the applicable Fund for a complete
understanding of how GCP is compensated for its advisory services; the information contained
herein is a summary only and is qualified in its entirety by such documents.

Management Fees

GCP charges each Main Fund a management fee (the “Management Fee”), generally 2% per
annum of non-affiliated limited partner’s commitments. As further specified in the Governing
Documents, Management Fees are initially charged at 2% of each non-affiliated limited partner’s
committed capital from the effective date of the relevant Fund until the end of such Fund’s
defined investment period or earlier upon the occurrence of certain specified events set forth in
the Governing Documents (the “Stepdown Date”); thereafter, the Management Fee is equal to
2% of each non-affiliated limited partner’s invested capital with respect to investments that have
not been disposed of or permanently written down. Assessed quarterly in advance, the
Management Fee charged to each Fund is described in full detail in the relevant Fund’s Governing
Documents and more briefly below. All Management Fees were negotiated with the Fund’s
limited partners during the fundraising period of the applicable Fund and are not subject to
negotiation thereafter.

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 such investment contributions. However,
where there has been a permanent or partial sale of an investment and the fair market value of
such investment following such event exceeds the total amount of investment contributions
relating to such investment, the Governing Documents do not require Management Fees after
the Stepdown Date to be reduced. Following the Stepdown Date, the amount of Management
Fees otherwise payable will be reduced based on the ratio of the fair market value of each
relevant remaining investment(s) as compared against the amount of total investment
contributions relating to such investment(s). Further, any write-down of an investment that is
not permanent will not reduce the Management Fee base post-Stepdown under the Governing
Documents.

As a result, the amount of Management Fees generally will not correspond with fluctuations in
the Fund’s net asset value, including following the investment period. 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 partial distributions (e.g., those resulting from a dividend
recapitalization) or partial sales of investments.

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.

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.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of
the Management Fee and Management Fees differ from one Fund to another as well as among
limited partners in the same Fund. Such differences can arise from the size of a limited partner’s
commitment to a Fund, different limited partner classes, provisions of side letter agreements or
other negotiated terms. For example, the Co-Investment Funds do not pay Management Fees.
Similarly, Management Fees are waived or reduced for GCP employees (including employees
investing through a General Partner) (although these limited partners generally pay their pro rata
share of certain Fund expenses).

As per the provisions of the Governing Documents, GCP is permitted to waive, defer, or reduce
all or a portion of the Management Fee payable by a Fund in full or partial satisfaction of any

obligation of GCP and certain employees and affiliates to invest in and alongside such Fund.
Certain waived portions of the Management Fee are treated by the Governing Documents as
deemed capital contributions by the relevant General Partner, which is effectively invested in the
relevant Fund on the General Partner’s behalf and operates to reduce the amount of capital the
applicable General Partner would otherwise be required to contribute to the Fund. Limited
partner capital contributions are generally accelerated due to waived, deferred, or reduced
Management Fees and/or the timing of receipt of fees subject to offsets, and Fund limited
partners could thus receive less than the full benefit of such reductions or offsets. Waived,
deferred, or reduced Management Fees are not subject to the Management Fee offsets
described below.
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Item 7 – Types of Clients

GCP provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder (“Investment Company Act”). The Funds limit their respective limited partners to (i)
“accredited investors” as defined in the Securities Act of 1933, (ii) “knowledgeable employees”
as defined in the Investment Company Act and/or (iii) and “qualified clients,” as defined in the
Advisers Act. Limited partners in the Funds must also meet certain other suitability qualifications
prior to making an investment in the Funds. The Funds are not registered or required to be
registered under the Investment Company Act, are not made available to the general public, their
securities are not registered or required to be registered under the Securities Act of 1933 and Fund
interests are privately placed to qualified investors. Qualified investors include individuals or
entities to which Fund interests are permitted to be sold, which generally includes (i) in the
United States, people or organizations who meet certain net worth, income and/or financial
sophistication requirements as described above or (ii) in other countries, as permitted by the
relevant securities laws in such jurisdiction and in compliance with any foreign offering provisions
applicable to GCP and/or the Funds. The Funds typically require capital commitments from each
limited partner of at least $5 million, depending on the Fund, although the applicable Fund’s
General Partner has, in its sole discretion, accepted lesser amounts.

The limited partners participating in the Funds include high net worth individuals, other
investment entities, fund of funds, university endowments, family offices, pension and profit-

sharing plans, trusts, estates or charitable organizations, corporations, limited partnerships,
limited liability companies or other business entities, Executive Advisor Network, GCP Advisory
Board members or other service providers retained by GCP, and typically include, directly or
indirectly, principals or other employees of GCP and its affiliates and members of their families.

GCP offers co-investment opportunities for certain limited partners and third-party investors to
invest alongside a Fund in certain Fund portfolio companies. As referenced in Item 4 above, co-
investments have been structured either as (i) a separate Co-Investment Fund or (ii) a direct
investment by certain investors into a portfolio company or its holding or operating company.
When structured as a Co-Investment Fund, GCP considers the investment to be a Fund client,
identifies the Fund in its Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the
Fund, reserves the option to assess a Management Fee and Carried Interest on such Fund and
includes the amount of assets of such Fund in the Firm’s regulatory assets under management.
In the case of direct co-investments, GCP does not consider the investment to be a Fund or a
client, does not act as the investment manager to the co-investment portion of the investment,
does not charge Management Fees or Carried Interest to the investment, does not have custody
of the investment or include the amount of assets of the co-investment in the Firm’s regulatory
assets under management. In such direct co-investment opportunities, GCP will perform
management, advisory and other services for the portfolio companies in which these co-investors
invest, generally at no cost to such co-investors except portfolio company fees and expenses
(which such fees and expenses are recorded at the portfolio company).

Opportunities to participate in co-investment transactions arise when GCP has the opportunity
for an investment in an existing or prospective portfolio company and GCP determines that (i) an
investment requires additional capital, (ii) all or a portion of the applicable opportunity is not
required to be offered to a Fund or (iii) the full investment opportunity is not appropriate for a
Fund, whether due to concentration restrictions contained in the Fund’s Governing Documents
or otherwise. Such determinations are based on the provisions of the applicable Governing
Documents, side letter agreements, agreements with lenders and such other factors as GCP will
consider in its sole discretion, including those specified in its policies on investment allocation
and co-investments. Subject to any restrictions contained in the Governing Documents of the
relevant Fund or any side letter or other terms negotiated with respect to such Fund, in general
no investor has a right to participate in any co-investment opportunity. GCP’s exercise of
discretion in allocating co-investment opportunities will not always result in proportional
allocations among such co-investors and such allocations can be more or less advantageous to
some co-investors relative to other co-investors. When co-investment opportunities are
permitted, it is possible that the size of the investment opportunity otherwise available to GCP’s
Fund(s) will be less than it would otherwise have been without the inclusion of such co-investors.

Co-investment opportunities are made available to select Fund limited partners and third parties,
including, without limitation, management or founders of the applicable portfolio company, co-
sponsors, strategic investors, lenders, investment bankers, deal sources (including finders and
consultants), other sponsors (including other private equity or venture capital firms), service
providers, Executive Advisor Network members, sector experts, strategic advisors, other persons
or entities affiliated with, associated with or otherwise known to GCP or its personnel. Certain
service providers, including lenders and individuals who source transactions, have in the past and
are expected in the future to negotiate co-investment rights or co-investment priority rights as a
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