Iron Path Capital LP

ITEM 5. FEES AND COMPENSATION

                                         Management Fees

As compensation for investment advisory services rendered to the Funds that do not have a target
Portfolio Company identified in its Offering Documents, Iron Path generally receives from each
such Fund an advisory fee (each, a “Management Fee”) typically calculated based on committed
capital, remaining invested capital, or fair market value with respect to such Fund. Management
Fees will generally fluctuate throughout the life of a Fund. Management Fees paid by a Fund are
also reduced by certain other fees or compensation received by the Firm or its affiliates that relate
to such Fund’s activities and investments, or by certain organizational or other expenses borne by
such Fund, as described in more detail in the applicable Advisory Agreements. Management Fees
paid by a Fund are indirectly borne by investors in such Fund.

Management Fees are expected to vary Fund by Fund and will generally be paid quarterly in
advance. Management Fees will be deducted directly from each Fund’s account and will generally
be borne by each Fund’s third-party investors. Upon termination of a Fund’s Advisory
Agreements, Management Fees that have been prepaid will be returned on a prorated basis.

The precise amount of, and the manner and calculation of, the Management Fees for each Fund
are established by the Firm and are set forth in such Fund’s Advisory Agreements received by each
investor prior to investment in such Fund. The Management Fees and other fees and distributions
described herein are generally subject to modification, waiver, or reduction by the Firm in its sole
discretion, both voluntarily and on a negotiated basis with selected investors via side letters and
other arrangements, which may not be disclosed to other investors in the same Fund. Fees can and
do differ from one Fund to another, including among investors in the same Fund. Funds may pay
different Management Fee rates and certain Funds do not pay Management Fees.

If and to the extent that a Fund’s allocable portion of any advisory fees, financial consulting fees,
commitment fees, monitoring fees (including termination fees), directors’ fees (including fees
derived from a position with similar status or functions in respect of a limited liability company),
break-up fees, success fees, transaction fees, syndication fees or similar fees (whether in the form
of cash, securities or otherwise and excluding any reimbursement of out-of-pocket expenses,
including taxes, if any) (such fees, “Other Fees”) are received by the Firm, a General Partner,
certain other affiliated entities, or certain personnel of the Firm from a Portfolio Company, and
subject to pro-ration if another Fund (including a Fund that does not pay Management Fees) also
has an investment in the applicable Portfolio Company, then such Other Fees generally trigger a
partial Management Fee offset (pursuant to which the Management Fee payable by such Fund
would be reduced) subject in all respects to the provisions of such Fund’s Advisory Agreements.
However, by way of example and not in limitation of any Fund’s Advisory Agreements, such
offset provisions generally do not apply to (and therefore a Fund will not benefit from) fees or
other remuneration received from Portfolio Companies of a Fund by (a) personnel of the Firm
acting in an executive or officer role at a Portfolio Company, (b) an Operating Advisor (as defined
below) or (c) FIOps (as defined below) or employees of FIOps. For certain Funds, including each
Fund in which a target Portfolio Company is identified in the Offering Documents, Iron Path may
be entitled to receive Other Fees from Portfolio Companies in lieu of a Management Fee.

It is Iron Path’s standard practice to capitalize a Portfolio Company with the aggregate amount of
a Fund’s equity investment into such Portfolio Company prior to such Portfolio Company’s
payment of applicable fees and expenses, including, but not limited to, (i) third-party legal, due
diligence, tax and consulting services procured by the Firm in connection with such Fund’s
investment into the Portfolio Company and (ii) Other Fees (clauses (i) and (ii), “Transaction
Costs”). As described above, payment of Other Fees by a Portfolio Company to the Firm, a
General Partner, or certain other affiliated entities or personnel of the Firm may trigger a full or
partial Management Fee offset for the Fund making the investment. The practice of capitalizing a
Portfolio Company with the aggregate amount of a Fund’s equity investment “gross” of
Transaction Costs payable by a Portfolio Company (including Other Fees that trigger a full or
partial Management Fee offset) results in such Fund owning a larger percentage of the Portfolio
Company’s outstanding equity than it would if the amount of such Fund’s equity investment were
reduced by the amount of such Transaction Costs. However, this has the effect of increasing such
Fund’s “invested capital” (i.e., the cost basis of such Fund’s aggregate equity investment in each
currently held Portfolio Company) for purposes of any Management Fees payable under its
Advisory Agreements if such Management Fees are calculated on the basis of invested capital as
of a given date.

                                         Carried Interest

As more fully described in the applicable Offering Documents, a Fund’s General Partner will
generally receive a carried interest (the “Carried Interest”) with respect to such Fund equal to
varying percentages of realized net profits in excess of a set compound preferred return or other
return tests (such as the Fund investors’ individual “cash-on-cash” multiple or IRR received in
respect of their investment). The Carried Interest distributed to the General Partner would usually
be subject to a potential clawback at the end of a Fund’s life if such General Partner has received
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ITEM 7. TYPES OF CLIENTS

The Firm provides investment supervisory services only to the Funds. Investment advice is
provided directly to the Funds (subject to the direction and control of the General Partner of each
such Fund, if applicable) and not individually to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the Investment Company Act. Investors in the Funds are generally expected to
be “accredited investors” as defined in the Securities Act and/or “qualified purchasers” as defined
in the Investment Company Act, and will include, among others, high net worth individuals, banks,
thrift institutions, pension and profit sharing plans, trusts, estates, charitable organizations,
university endowments, corporations, limited partnerships, limited liability companies, and other
entities.

The Firm does not have a minimum size for any Fund, although minimum investment
commitments may be established for Fund investors. Minimum investment amounts (if any) will
be set forth in each Fund’s Offering Documents. However, the General Partner of each Fund may
in its sole discretion permit investments below the minimum amounts set forth in its Offering
Documents.