HCI Equity Management LP

ITEM 5: FEES AND COMPENSATION

        In general, Oridian receives an annual management fee (a "Management Fee") in
connection with advisory services it provides to the Funds. The General Partners of the Funds
receive a carried interest. For each Fund, the carried interest distributed to the relevant General
Partner is subject to a potential clawback or giveback at the end of the Fund's life if the General
Partner has received excess cumulative distributions. For each of HCI IV and, HCI V, the relevant
General Partner for each Fund is also subject to an interim giveback at certain dates over the life
of such Fund (as further described in each such Fund's Governing Documents).

        To the extent specified in a Fund's Governing Documents, Oridian or other Oridian Capital
Partners entities or affiliates are permitted to receive additional compensation and other amounts
from portfolio companies and prospective portfolio companies (e.g., monitoring fees, transaction
fees and break-up fees paid in connection with transactions that are not consummated (all such
fees, "Supplemental Fees")) in connection with management and other services performed for
portfolio companies or prospective portfolio companies of the Funds and such additional
compensation (which generally is not reviewed or approved by an independent third party)
generally is documented in a management services agreement entered into with the applicable
portfolio company. A Fund's Governing Documents generally will provide that a percentage of
such compensation received by Oridian or other Oridian Capital Partners entities or affiliates will
offset a portion of the Management Fees otherwise payable to Oridian. The offset rate is either a
set percentage or equal to the amount attributable to the Fund's fee paying investors' investment in
a portfolio company, on a fully diluted basis. The remainder of such compensation will be retained
by the Advisers without further offsetting or otherwise reducing any Management Fees. While the
Advisers' ability to negotiate and receive such compensation gives rise to potential conflicts of
interest between the Funds and the Advisers, the Advisers believe any such potential conflicts are
mitigated by the Management Fee offset mechanism, certain caps to such compensation, and by
the Advisers' significant ownership interests in the Funds. To the extent that such an offset credit
would reduce the Management Fee for a Fund for the relevant period below zero, the credit will
be carried forward for future application against payable Management Fees for such Fund, and if
a credit remains upon liquidation, the Governing Documents require payment to be made to limited
partners that have not elected to waive such amount (e.g., where an adverse tax consequence
potentially will result).

         As a matter of practice, Oridian or other Oridian Capital Partners entities or affiliates are
typically paid fees of the type referred to in the preceding paragraph from, on behalf of or with
respect to co-investors or potential co-investors (which could include one or more co-investing
Funds or other co-investment vehicles managed by Oridian, third parties, portfolio company
management or personnel and/or other persons) in an investment or potential investment. The
receipt of such fees will not offset or reduce the Management Fee payable by any Fund(s) that
have also invested or committed to invest in such investment or potential investment, and, as a
result, a Fund will, in most cases, only benefit with respect to the relevant allocable portion on a
"fully diluted" basis of any such fee. The remainder of such compensation will be retained by the
Advisers without further offsetting or otherwise reducing any Management Fees. "Fully diluted"
basis calculations generally relate to a Fund's ownership of a portfolio company's common equity,
including ownership that arises through the conversion or exercise of certain securities. Therefore,
the value of certain Fund investments into a portfolio company, such as debt or certain debt-like

investments (e.g., non-participating preferred equity), is not a factor when determining a Fund's
allocable portion of a fee on a "fully diluted" basis. As a result, a Fund will not benefit from the
portion of any fees related to: (i) General Partner or affiliated partner commitments; (ii) non-fee
paying limited partners; (iii) co-investors or potential co-investors (which could include one or
more co-investing Funds or other co-investment vehicles managed by Oridian, service providers
(including lenders and law firms), third parties, current or former portfolio company management
or personnel, sellers or members of management that have rolled their interest or reinvested
proceeds into the portfolio company and/or other owners); and/or (iv) the value of profits,
participation or equity interests in or relating to the relevant portfolio company, including interests
owned by current or former portfolio company management, which have the potential to be
significant. To the extent such fees are paid in kind (including through securities, option grants or
other interests), Oridian is permitted to calculate the amount of offset based on the then-current
value of the in-kind payment, rather than the ultimate value of the interests as of a future date.
Unless otherwise agreed with investors, any such fees generally will be payable without further
offsetting or reducing any Management Fees during term extensions, even if Management Fees
are reduced or eliminated during the extended term, thus reducing the amounts of Management
Fees actually offset. Such fees will be offset only to the extent they are paid during the holding
period of the relevant Fund, and investors generally will not receive the benefit of fees paid prior
to a Fund's acquisition, or following a Fund's disposition, of the relevant investment. In addition,
...

ITEM 7: TYPES OF CLIENTS

        The Advisers provide investment advice solely to their Fund clients, and references
throughout this Brochure to "clients" and to Oridian's related duties to and practices on behalf of
its clients and/or investors should be construed accordingly. The Funds generally include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended.
The investors participating in the Funds generally 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 often include, directly or indirectly, principals or other personnel of the Advisers and
their affiliates and members of their families, Executive Partners and other Consultants, and/or
other service providers retained by the Advisers and/or the Funds, as well as executives of portfolio
companies.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain 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.

        HCI IV and HCI V generally had a minimum investment of $5 million, in each case, which
could be waived by its General Partner. HCI EV I and Oridian SPV I did not have a minimum
investment amount. HCI IV, HCI V, HCI EV I and Oridian SPV I interests are offered and sold
solely to accredited investors and qualified purchasers (or qualified knowledgeable personnel).