Invidia Capital Management LP

FEES AND COMPENSATION

        In general, Invidia receives a management fee and a carried interest in connection with the
provision of advisory services to its clients. Invidia or other Invidia entities or affiliates receive
additional compensation in connection with management and other services performed for
portfolio companies of the Funds, and such additional compensation will offset in whole or in part
the Management Fees (as defined below) otherwise payable to Invidia to the extent provided by
the Governing Documents. Investors in a Fund also bear certain expenses.

Management Fee

        As is generally the case in private equity funds, the Governing Documents provide that a
Fund’s management fees (“Management Fees”) will be calculated and charged on a basis that
generally is not tied to the Fund’s then-current net asset value. As further specified in the
Governing Documents, from the effective date of the relevant Fund until a date specified in the
Governing Documents (the “Stepdown Date”), Management Fees generally will be charged based
on a formula tied to the amount of the relevant Fund’s aggregate investor capital commitments
(“Commitments”). Further, after the Stepdown Date, Management Fees generally will be charged
and calculated based on a formula tied to the amount of investment contributions (including, where
applicable, a Fund borrowing component and the amount of any capitalized Supplemental Fees (as
defined below) or expenses) made by the relevant Fund relating to the Fund’s aggregate
investment(s) in its portfolio companies that have not been disposed of or completely written off
for U.S. federal income tax purposes (such investments, “Impaired Value Investments”);
provided that investments in a portfolio company will be treated as having been disposed of or
completely written-off only to the extent that, as of the date of any such disposition or write-off,
the aggregate fair market value of all remaining Fund investments in such portfolio company is
less than the Fund’s aggregate investment contributions made with respect to such portfolio
company.

        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. Conversely, the
Governing Documents do not require Management Fees to be reduced or refunded following the
occurrence of a write-down, decrease (including a significant decrease) in fair value or other event
not constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in

connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents. For the avoidance
of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment
is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of Management Fees otherwise payable relating to such investment
will be reduced only to the extent that, as of the date of the relevant event, the aggregate value of
all remaining investment(s) in such portfolio company is less than the amount of total existing and
former investment contributions relating to such investment(s).

        As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value of individual investments
or of a Fund, including following the relevant investment period, and will not be reduced in
connection with any write downs (whether temporary or permanent), except in the case of Impaired
Value Investments. 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 sales or
dispositions, distributions (e.g., those resulting from a dividend recapitalization) or
reorganizations, restructurings, roll-over investments, extraordinary dividends or similar
transactions that, in each case, meet the relevant Impaired Value Investment standard under the
Governing Documents.

        In many circumstances, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific expenses of unrealized investments, including certain fees (such
as Supplemental Fees) and other expenses paid to third parties, Invidia or its affiliates. Further,
Management Fees generally will not be reimbursed or refunded under the Governing Documents
in the event of realizations, dispositions or partial write-downs or write-offs 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.

        To the extent specified in a Fund’s Governing Documents, Invidia or another Invidia entity
will be permitted to receive certain supplemental fees and other amounts (“Supplemental Fees”)
consisting of: (i) directors’ fees, financial consulting fees, closing fees, investment banking fees,
commitment fees, financing fees, monitoring fees, advisory fees or other similar fees paid to a
General Partner, Invidia, any of their respective affiliates, any employee, officer or director thereof
and any other person as more particularly set forth in the Governing Document (each, an “Invidia
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TYPES OF CLIENTS

         Invidia provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Invidia’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 Invidia and its
affiliates and members of their families, Operations Group members or other service providers
retained by Invidia or a Fund, as well as executives of portfolio companies.

       A 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.

       The Funds generally have a minimum investment amount of $5 million for third-party
investors, and Fund interests are offered and sold solely to qualified purchasers and accredited
investors that are also qualified clients (or qualified knowledgeable Invidia personnel). Invidia
generally is permitted to waive such minimum investment amount in its discretion.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

Invidia is a private investment firm focused on healthcare-oriented private equity investments in
the North American. The firm’s primary focus on healthcare spans four target verticals (the
“Target Industries”): (i) Supporting R&D Innovation, (ii) Tech-Enabled Services, (iii) Delivery
Transformation and (iv) Consumer-Oriented Healthcare. Invidia’s investment advisory services
consist of identifying and evaluating investment opportunities, negotiating investments, managing
and monitoring investments and achieving dispositions for investments. Invidia seeks to make both
majority and active minority investments with significant ability to influence control over
management of portfolio companies through ownership, structure and governance protections.
Invidia’s investments will be predominantly in non-public companies; while investments in public
companies are permitted, any such investments are not expected to be material.

Investment and Operating Strategy

Specialized Focus on Healthcare. Invidia believes healthcare is an attractive sector for investment
due in part to, in the firm’s view, strong industry tailwinds, potential returns on capital, acyclicality
and historical growth independent of macroeconomic conditions. Within the Target Industries,
Invidia has further identified various target subsectors that it believes to be attractive for
investment. These target subsectors include, among others: Life Science Tools, Retail Healthcare,
Primary Care, Women’s Health, Animal Health, Tech Enabled Services, Virtual Care, Pharmacy,
Interoperability, Efficiency Technology, Equipment/Services Outsourcing and Home Care
Enablement.

Deal Sourcing and Due Diligence. As the healthcare industry becomes increasingly complex,
Invidia believes that its specialized focus on healthcare allows for efficient identification of
differentiated, compelling investment opportunities in the sector. The firm will seek to leverage its
extensive industry and transaction network and flexible strategy to identify emerging growth
trends and conduct thorough due diligence of potential investments.

Deep Industry Knowledge and Experience. Invidia’s principal has decades of experience in
investing, advising and operating in the healthcare industry. By drawing upon Invidia team’s deep
industry knowledge, diverse perspectives, operational insights and seasoned investment
experience, Invidia seeks to drive meaningful value creation and returns.

Risks of Investment

       Each Fund and its investors bear the risk of loss that Invidia’s investment strategy entails.
The risks involved with Invidia’s investment strategy and an investment in a Fund include, but are
not limited to:

        General Business Risks. A Fund’s investment portfolio is expected to consist primarily of
securities issued by a limited number of privately-held companies, and operating results in a

specified period will be difficult to predict. Such investments involve a high degree of business
and financial risk that can result in substantial losses, including a complete loss of capital.

         Concentration of Investments. Although a General Partner will seek to develop and
manage a diversified portfolio, a Fund’s portfolio will not be diversified across investment
strategies and should not be considered a complete investment program. A Fund will participate
in a limited number of investments and investments in one industry or one industry segment or
within a short period of time. As a result, a Fund’s investment portfolio could become highly
concentrated, and the performance of a few holdings or of a particular industry may substantially
affect its aggregate return. Furthermore, to the extent that the capital raised is less than the targeted
amount, a Fund is likely to invest in fewer portfolio companies and thus be less diversified. If a
Fund co-invests with another investment fund or investment vehicle (including any vehicle
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