Impresa Management LLC

FEES AND COMPENSATION

Subject to the operating agreements of, and/or investment management agreements with, each Investor
Entity, Impresa Management is generally entitled to reimbursement out of the Investor Entities for all
costs and expenses paid or incurred by it (or on its behalf) in the performance of its duties and not
otherwise paid directly by the Investor Entities, including, without limitation (i) annual Investor Entities’
accounting costs in connection with the establishment of books and records of the Investor Entities; (ii)
amounts paid to independent parties, such as legal, accounting, data processing, duplicating, and other
such services; (iii) other reasonable out-of-pocket expenses reasonably incurred in connection with the
business of the Investor Entities; (iv) rents or other costs of occupancy incurred by Impresa Management
and properly attributable to the Investor Entities; and (v) all salary (including, bonuses, profit sharing
and employee stock ownership plans) and overhead, withholding taxes, employee benefit costs
(including, retirement plans and insurance), fees loans, advances and other compensation (such as cash,
retainers, bonuses, salaries, guaranteed payments and partnership draws) and the like of any employees,
officers, directors or managers of Impresa Management or its affiliates (including, without limitation,
seconded, leased or similar staff of Impresa Management), to the extent properly attributable to the
Investor Entities. The Investor Entities shall in addition be entitled to compensation in the amount of up
to ten percent (10%), of the amount incurred by it described in clause (v) above.

Impresa Management charges certain of the Private Funds an investment advisory fee, as set forth in the
organizational documents and/or investment management agreement for each Private Fund. Investment
advisory fees are typically based on the committed capital and/or invested capital of each Private Fund.
The precise amount of, and the manner and calculation of, the investment advisory fees for each Private
Fund are set forth in such Private Fund’s organizational documents. The fee structures described herein
may be modified from time to time. Fees may differ from one Private Fund to another, as well as among
investors in the same Private Fund. Unless otherwise agreed with a Private Fund’s investors, investment
advisory fees will continue to be payable during any term extension.

In lieu of an investment advisory fee, certain Private Funds pay Impresa Management an expense
reimbursement based upon Impresa Management’s operating costs, as set forth in the organizational
documents and/or investment management agreement for each applicable Private Fund. The expense
reimbursement is typically capped at a percentage of aggregate subscriptions as set forth in the
organizational documents and/or investment management agreement for each applicable Private Fund.
For additional information see Performance-Based Fees and Side-by-Side Management.

In lieu of an investment advisory fee or certain expense reimbursements, certain Private Funds will pay a
profits interest in such amounts based upon the profits of such Private Fund, as set forth in the
organizational documents and/or investment management agreement for each applicable Private Fund.

Fees paid by the Funds are not negotiable but may be reduced or waived with respect to certain investors
including, for example, the general partners of the Private Funds, if agreed between Impresa Management
and such investor.

Impresa Management is generally paid quarterly (i) in arrears by Investor Entities; and (ii) in arrears or
in advance by the Private Funds.

The Private Funds will automatically receive a refund from Impresa Management for any pre-paid fee if
the advisory contract is terminated before the end of the billing period. The amount of any refund will be
determined based on a pro-rata calculation of the fees pre-paid from the date of termination of the
advisory contract to the end of the billing period.

In addition to their own fees and expenses, the Investor Entities indirectly bear their proportional share of
the expenses, including investment advisory fees and performance-based fees (e.g., carried interest), of
the Private Funds and third-party funds in which the Investor Entities invest. In addition to the
investment advisory fees and performance-based fees described herein, the Private Funds bear certain
operating expenses directly, which vary for, and are subject to the organizational documents and
investment management agreements of, each Fund, but typically include the following types of expenses:
organizational expenses (including certain general partner registration expenses); liquidation expenses;
any sales or other taxes (including taxes assessed against either the Private Fund or Impresa Management
in respect of an investment advisory fee, fees or government charges which may be assessed against a
Private Fund; commissions or brokerage fees or similar charges incurred in connection with the purchase
or sale of securities (including any merger fees payable to third parties); the costs and expenses (including
travel-related expenses) of hosting meetings or conferences of or with investors in the Private Funds,
whether individually or in a group (regardless of whether all investors are invited to attend or participate)
and expenses of attendees who are not existing investors that also attend such meetings or conferences; all
expenses of each Private Fund’s Advisory Committee or similar committee (including, without limitation,
any expenses of retaining legal counsel, advisers, consultants and other experts in connection with any of
its responsibilities pursuant to the Private Fund’s operating agreement or limited partnership agreement or
otherwise related to the Private Fund); interest expense incurred by a Private Fund for borrowed money
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TYPES OF CLIENTS

Impresa Management’s advisory clients are the Funds, and certain affiliated entities. The Funds
generally make investments, directly or through underlying funds, in private companies and operating
businesses, purchased and sold in privately negotiated transactions.

Impresa Management generally provides discretionary cash management services to certain affiliated
entities for no compensation.

Impresa Management does not have a minimum size for a Fund.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Methods of Analysis and Investment Strategies

The Funds generally invest in privately held companies. The size and nature of investments in such
privately held companies varies. Impresa Management reviews investment opportunities and bases its
investment decisions on, amongst other criteria: (i) the experience and capabilities of management; (ii)
proprietary or innovative characteristics of the firm’s product or service; (iii) the nature and growth
potential of the firm and the markets served; (iv) the business strategy to be employed in building
revenues and profits; and (v) historical financial statements and financial forecasts.

In addition, certain of the Funds are subject to industry, geographic, concentration or other restrictions in
their organizational documents, which limit such Funds from making certain types of investments.
Furthermore, from time to time, Impresa Management or its affiliates may determine that, as a result of
regulatory requirements that may apply to Impresa Management or its affiliates due to investments in a
particular country, investments in the securities of issuers domiciled or listed on trading markets in that
country above certain thresholds (which may apply at the account level or in the aggregate across all
accounts managed by the adviser and its affiliates) may be impractical or undesirable. In such instances,
Impresa Management may limit or exclude Funds’ investment in a particular issuer, which may include
investment in related derivative instruments, and investment flexibility may be restricted. In addition, to
the extent that Funds already own securities that directly or indirectly contribute to such an ownership
threshold being exceeded, Impresa Management may dispose securities held in such Funds in order to
bring account-level and/or aggregate ownership below the relevant threshold. In the event that any such
disposition results in realized losses, the Funds will bear such losses depending on the particular
circumstances.

General Risks

Impresa Management’s investing activities entail numerous risks. No guarantee or representation is
made that the Funds will achieve their investment objectives or that Clients will not suffer losses. The
following list is not a complete list of all risks involved in connection with an investment in the Funds.
The significant types of financial risks to which Impresa Management is exposed include, but are not
limited to, the risks described below.

Investment and Trading Risks. An investment in a Fund involves a high degree of risk, including the
risk that the entire amount invested may be lost. No guarantee or representation is made that a Fund’s
investment program will be successful or that such Fund will achieve its objective. Impresa
Management will be investing substantially all of the Funds’ assets in securities or other assets, some of
which may be particularly sensitive to economic, market, industry and other variable conditions. The
markets in which the Funds expect to invest may experience significant volatility and losses. No
assurance can be given as to when or whether adverse events might occur that could cause immediate
and significant losses to the Funds.

Competition. Other entities, including other private funds, compete with the Funds to make the types of
investments that the Funds plan to make. Certain of these competitors may be substantially larger, have
considerably greater financial, technical and marketing resources than the Funds will have and offer a
wider array of financial services. For example, some competitors may have access to funding sources
that are not available to the Funds or that are available at a lower cost. There may be intense
competition for investments of the type the Funds intend to make, and such competition may result in
less favorable investment terms than might otherwise exist. There can be no assurance that there will be
a sufficient number of attractive potential investments available to the Funds to achieve target returns.

In addition, some of the Funds’ competitors may have higher risk tolerances or different risk
assessments, which could allow them to consider a wider variety of investments. The competitive
pressures the Funds face may have a material adverse effect on the Funds’ business, financial condition,
results of operations and cash flows.

Conflicts Related to the Management Company Valuing Investments. With certain limited
exceptions, valuations of current income and disposition proceeds with respect to investments by the
Funds will be determined by Impresa Management. Investments are valued at the end of each quarter.
Assets that are not publicly traded or whose market prices are not readily available are valued at fair
value as determined in good faith by Impresa Management. In connection with that determination,
Impresa Management will prepare valuations using sources and/or proprietary models depending on the
availability of information on the Funds’ assets and the type of asset being valued, all in accordance with
Impresa Management’s valuation policy and the organizational documents of the Funds. Fair
valuations, and particularly fair valuations of private securities and private companies, are inherently
uncertain, may fluctuate over short periods of time and are often based to a large extent on estimates,
comparisons and qualitative evaluations of private information. Therefore, the Funds’ determinations of
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