Irving Place Capital Management LP

FEES AND COMPENSATION

        The Management Company receives a management fee (the “Management Fee”) and each
General Partner receives a carried interest in connection with advisory services provided to the
Funds. Certain Funds are subject to no Management Fee, or are subject to Management Fees that
are reduced by waived amounts, as specified herein, and certain investors and certain Funds pay
no carried interest. The General Partners or other Irving Place Capital entities or affiliates receive
additional compensation in connection with management and other services performed for
portfolio companies of the Funds and such additional compensation offsets, subject to certain
exceptions, in whole or in part the management fees otherwise payable to the Management
Company. In addition, the Management Company, the General Partners or other Irving Place
Capital entities or affiliates are entitled to receive compensation for management and other services
performed in connection with certain co-investments made in portfolio companies of the Funds.
Investors in each Fund also bear certain fund expenses with respect to such Fund, as set forth in
the Governing Documents of such Fund.

Management Fees

        The Management Fee generally is treated as a Fund expense and can be paid out of the
current income and disposition proceeds of a Fund and, in the General Partner’s discretion, from
drawdowns that will reduce unfunded Commitments.

Fund III SPV

       Investors in Fund III SPV pay a semi-annual Management Fee to the Management
Company and/or an affiliate of the Management Company in an amount determined in accordance
with Fund III SPV’s Limited Partnership Agreement in accordance with the class of their
investment in Fund III SPV. Generally, this amount equals 1.5% of net invested capital. Investors
in Fund III SPV who prior to the creation of Fund III SPV were investors in Irving Place Capital
III Family Fund, L.P. or Irving Place Capital III Executive Fund, L.P. do not pay a Management
Fee. As further described in Fund III SPV’s Limited Partnership Agreement, the amount of
Management Fees owed by each investor is based on invested capital and varies based on such
investor’s class of interest in Fund III SPV. Monitoring fees, transaction fees, and break-up fees
(in each case net of fees) earned by Irving Place Capital with respect to Fund III SPV portfolio
company investments are subject to a Management Fee offset, as further described in Fund III
SPV’s Limited Partnership Agreement.

        In addition, the Management Fee for Fund III SPV will be reduced by: (i) 80% (100%
where the relevant initial investment was made after February 22, 2012) of any annual monitoring
fees, net of expenses, earned by Irving Place Capital from a portfolio company in excess of an
aggregate amount specified in the Limited Partnership Agreements per year paid to Irving Place
Capital by such portfolio company, to the extent apportionable to the Fund III SPV’s activities;
(ii) 80% (100% where the relevant initial investment was made after February 22, 2012) of any
transaction fees, net of expenses, paid by portfolio companies to Irving Place Capital excluding
any Strategic Service Fees provided to Irving Place Capital by a portfolio company; and (iii) 80%
(100% where the relevant initial investment was made after February 22, 2012) of any break-up
or similar fees, net of expenses, from transactions not completed that are paid to Irving Place

 Capital. However, in the circumstances detailed under “Methods of Analysis, Investment
 Strategies and Risk of Loss—Conflicts of Interest,” amounts paid to certain consultants and service
 providers will not offset Management Fees of the related Fund, and in certain cases reduce amounts
 that would otherwise be offset.

         The remaining 20% of such fees described in the preceding paragraph, if applicable, will
 not be credited as an offset against the Management Fee. To the extent that such an offset credit
 would reduce the Management Fee for a given period below zero, the credit will be carried forward
 for future application against payable Management Fees and if a credit remains upon liquidation a
 payment will be made crediting limited partners unless a limited partner has elected to waive such
 amount (e.g., where an adverse tax consequence may result). As a matter of practice, from time to
 time the Management Company is paid fees of the type referred to in the preceding paragraph
 from, on behalf of or with respect to co-investors in an investment. The receipt of such fees will
 not reduce the Management Fee payable by any Fund(s) that have also invested in such investment.
 In addition, any fees relating to capital invested by co-investors will not reduce the Management
 Fee payable by any other limited partner.

 Co-Invest / Deal Funds

         The Co-Invest / Deal Funds generally do not pay a Management Fee. Certain Affiliated
 Advisers of the Star Co-Invest / Deal Fund but not of IPC/UHS Co-Investment Partners, L.P. may
 receive a preferred interest or other fee income with respect to the deal structures that they advise,
 in amounts and subject to the conditions set forth in the Governing Documents of such deal
 structures. In addition, portfolio companies held by the Co-Invest / Deal Funds typically pay
 monitoring and/or transaction fees to entities affiliated with the Management Company.

 Management Fee Waiver and Calculation

        For certain Funds, Irving Place Capital reserves the right to waive all or a portion of any
future installment of the Management Fee. Certain waived portions of the Management Fee are
treated by the Limited Partnership Agreement as a deemed capital contribution by the relevant
General Partner, which is effectively invested in the relevant Fund on such General Partner’s behalf,
and operates to reduce the amount of capital such General Partner would otherwise be required to
...

TYPES OF CLIENTS

        Irving Place Capital provides investment advice to the Funds, which include investment
partnerships or other investment entities formed under U.S. domestic 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 may 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 include, directly or indirectly, principals or other employees of Irving Place Capital
and Radial and its affiliates and members of their families, as well as Senior Advisors or other
service providers or other relationships retained by Irving Place Capital. Irving Place Capital does
not provide investment advice directly to investors in the Funds on an individual basis.

        With the exception of certain of the Funds, the Funds typically do not have a minimum
investment amount in excess of the minimum specified by Cayman Islands law, if applicable, and
interests in the Funds are offered and sold solely to qualified investors (or qualified knowledgeable
Irving Place Capital personnel). For those Funds that do have a minimum investment amount in
excess of the minimum specified by Cayman Islands law, which ranges between $10 million and
$20 million, Irving Place Capital may waive such excess amount.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       Irving Place Capital primarily pursues private equity and equity-related investments in
middle-market companies. Irving Place Capital seeks to invest in companies that have, in Irving
Place Capital’s judgment, either compelling growth opportunities or untapped value, and Irving
Place Capital pursues control or negative control positions alongside managers, entrepreneurs or
value-added strategic or financial partners. The central element of Irving Place Capital’s
investment strategy is its focus on the following core industries in which its investment
professionals have experience and relationships: retail and consumer; and industrial (including
packaging).

        The Star Co-Invest / Deal Fund are funds or deal structures that were formed to invest in
transactions that did not qualify for the investment criteria, as set forth in the Governing Documents
(defined above). While the Star Co-Invest / Deal Fund is no longer making new investments, the
Affiliated Advisers pursued a strategy substantially similar to that of Irving Place Capital on behalf
of such Star Co-Invest / Deal Fund, and references below to the Investment and Operating Strategy
of Irving Place Capital on behalf of the Funds should not be read to exclude the Affiliated Advisers’
management of the Star Co-Invest / Deal Fund unless otherwise noted.

 Investment and Operating Strategy

       Irving Place Capital follows a disciplined investment process to source, evaluate,
 consummate, monitor and exit investments.

 Proprietary Deal Flow

         Irving Place Capital’s professionals have developed a network of relationships, particularly
 in their targeted industries, with entrepreneurs, proven operating managers, investment bankers,
 experienced board members, regional bankers, brokers and other external professionals and
 intermediaries. These relationships provide a source of proprietary deal flow, which assists Irving
 Place Capital toward its goal of completing attractive investments at reasonable valuations.

 Due Diligence

         In addition to facilitating proprietary investment origination and fostering unique
 relationships within targeted industries, Irving Place Capital believes its industry knowledge leads
 to a more accurate and comprehensive assessment of industry opportunities and risks. When
 considering a possible investment opportunity, Irving Place Capital establishes a deal team that
 typically consists of three investment professionals, and always includes at least one partner. The
 primary initial role of the deal team is to gain a comprehensive understanding of the investment
 opportunity, identify potential strengths and risks inherent to the investment and prepare an overall
 assessment of the investment opportunity to be presented to the investment committee. To
 accomplish this, Irving Place Capital undertakes a rigorous due diligence process which typically
 includes:

        •   Analysis of the target company’s products and services, management team
            performance and capabilities, industry dynamics, current market position and the
            potential to grow or execute on Irving Place Capital’s prospective business plan.

        •   Conducting industry competitive positioning studies, detailed financial modeling,
            liability management and customer calls to better grasp the company’s competitive
            advantages.

        •   Employing a well-developed network of professionals, including accountants, lawyers,
            industry consultants, Senior Advisors, liability specialists, actuaries, private
            investigators and engineers to provide an independent evaluation of the competitive
            dynamics of the targeted industry and investment opportunity.

 As the due diligence process unfolds, the deal team regularly updates the broader Irving Place
 Capital group both informally and through the investment professionals’ weekly meetings.

       Irving Place Capital emphasizes a team approach to every aspect of the investment process,
considering and evaluating a variety of perspectives throughout each stage of a prospective
investment decision. After the deal team has completed due diligence and prepared materials
encapsulating a potential investment, the final stage of the investment approval process consists of a
...