Kainos Capital LP

Item 5 – Fees and Compensation

Kainos and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation
in connection with management services performed for the portfolio companies of the Funds and
reimbursements from portfolio companies for certain expenses advanced on their behalf. The Funds
are also responsible for bearing certain expenses as detailed below and in each Fund’s Governing
Documents. Differences exist from Fund to Fund, and certain Funds do not charge certain fees,
compensation or expenses that other Funds charge or charge them in different amounts. The
following is a general description of fees, compensation and expenses of the Funds. Investors should
refer to the Governing Documents of the applicable Fund for a complete understanding of how we
are compensated for our advisory services. The information contained herein is a summary only and
is qualified in its entirety by such documents.

Management Fees

The Fund management fee (“Management Fee”) is charged at a maximum annual rate of 1.9% of the
capital commitments of any non-affiliated investor and is generally payable quarterly in advance (or at
a later date at the Firm’s discretion) and pro-rated for any period that is less than a full calendar quarter.
Generally, as described in the relevant Governing Documents, Management Fees are initially
calculated based on aggregate non-affiliated investor commitments. Thereafter, Management Fees are
calculated based on the amount of the aggregate non-affiliated investor funded commitments for
remaining investments, subject to various other factors. The amount of Management Fees generally
will not correspond with fluctuations in the net asset value of individual investments, aggregate
investments in a portfolio company or of a Fund, including following the stepdown date, and will not
be reduced in connection with any write-downs (whether temporary or permanent), except in the case
of investments that have been permanently written down to zero. Permanent write-down
determinations are made in the discretion of the valuation committee in accordance with the relevant
Governing Documents and the Firm’s valuation policy. 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 distributions, partial sales, reorganizations, restructurings, roll-over investments or
similar transactions, in each case in circumstances that do not result in the complete disposition of the
relevant Fund’s interest therein, and even in cases where the value of such Fund’s investment or
ownership percentage in a portfolio company has been reduced as a result of such transaction. In
addition, Management Fees generally will not be reimbursed or refunded under the Governing
Documents in the event of realizations, dispositions or partial write-downs that occur partway through
the relevant calculation period. In most circumstances, the post step-down Management Fee base will
include capitalized transaction-specific fees and expenses of unrealized investments, including

transaction fees charged by Kainos in connection with the investment, which poses a conflict of
interest in that the inclusion of such fees and expenses results in a higher Management Fee than if
such transaction fees and expenses were not capitalized into the asset base. All Management Fees
were negotiated with the Fund’s investors during the fundraising period of the applicable Fund and
generally are not subject to negotiation thereafter. Generally, investors participating in a subsequent
closing after the initial closing of a Fund are responsible for paying the Management Fee as of the date
of the initial closing of such Fund, plus an interest equivalent amount, as applicable. In addition,
Management Fees are payable during term extensions unless otherwise noticed to investors.

The Management Fees, other fees and carried interest distributions are generally subject to waiver or
reduction by us in our sole discretion, both voluntarily and on a negotiated basis with selected Funds
and selected investors in each Fund, and as described more fully in each Fund’s Governing
Documents. At times, fees differ from one Fund to another, as well as among investors in the same
Fund. In particular, some Funds do not pay Management Fees and the Management Fee for certain
investors in the Funds who are current or former employees of Kainos or its affiliates, or family
members of such current or former employees, are subject to waiver at our discretion (although such
investors generally pay their pro rata share of certain Fund expenses).

The Management Fees paid by a Fund are generally reduced by (i) the amount of fees paid by a Fund
to persons acting as a placement agent in connection with the offer and sale of interests in such Fund
to certain potential investors, (ii) fees incurred by Kainos in connection with the organization of a
Fund that exceed a limit specified in such Fund’s Governing Documents and (iii) a designated amount
of the professional services fees, break-up fees, monitoring fees, directors’ fees and other similar fees
received in connection with the activities of the Funds, the amount of which is paid by the Funds
(directly, or indirectly by the portfolio companies) and determined by Kainos on a transaction-by-
transaction basis, subject to each Fund’s Governing Documents. Any supplemental fees with respect
to an investment or potential investment (including a transaction not consummated) are allocated to
a Fund (and offset against the Management Fee) only to the extent of the Fund’s relative ownership
(or anticipated ownership) of such investment or potential investment, except as otherwise set forth
in the Governing Documents. Accordingly, a Fund will, in most such cases, only benefit from the
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Item 7 – Types of Clients

We provide discretionary investment advice solely to private equity funds (including main funds and
executive funds) and co-investment funds. The Funds are not registered or required to be registered
under the Investment Company Act; are not made available to the general public; their securities are
not registered or required to be registered under the Securities Act of 1933, as amended; and Fund
interests are privately placed to qualified investors. Qualified investors include individuals or entities
to which Fund interests are permitted to be sold, which generally include (i) in the United States,
people or organizations who meet certain net worth, income and/or financial sophistication
requirements or (ii) in other countries, as permitted by the relevant securities laws in such jurisdiction
and in compliance with any foreign offering provisions applicable to Kainos and/or the Funds.

Kainos does not have a minimum size for a Fund, but minimum investment commitments will, on
occasion, be established for investors in the Fund. The General Partners of the Funds, subject to
their sole discretion, sometimes permit investments below the minimum amounts set forth in the
Governing Documents of such Fund.

Kainos’ investors are sophisticated investors, consisting of high net worth individuals and family office
vehicles, corporations, insurance companies, fund of funds vehicles, foundations and trusts and public
and private pension plans. The requirements for investing in a Fund vary among the Funds and are
set forth in the Governing Documents of each Fund. All Funds impose requirements that third-party
investors meet certain suitability requirements and either qualify as (i) “accredited investors” under
the Securities Act of 1933, (ii) “qualified clients” under the Advisers Act, (iii) participants in an
employee stock purchase plan, and/or (iv) “qualified purchasers” or “knowledgeable employees”
under the Investment Company Act. Certain Funds have investors who are not qualified clients, but
investors in these Funds do not pay Carried Interest.

Kainos typically establishes an aggregation vehicle for each investment opportunity, which serves to
consolidate co-investment equity. Opportunities to participate in a co-investment arise when Kainos
determines in its discretion that (i) an investment requires additional capital, (ii) all or a portion of the
applicable opportunity is not required to be offered to a Fund, (iii) the full investment opportunity is
not appropriate for a Fund, whether due to concentration restrictions contained in the Fund’s
Governing Documents or otherwise, or (iv) we believe the Fund will benefit from the participation of
the co-investor(s). Such determinations are based on the provisions of the applicable Governing
Documents, side letter agreements, agreements with lenders and such other factors as Kainos will
consider in its sole discretion, including those specified in its policies on investment allocation and co-

investments. Subject to any restrictions contained in the Governing Documents of the relevant Fund
or any side letter or other terms negotiated with respect to such Fund, in general no investor has a
right to participate in any co-investment opportunity. Kainos’ exercise of discretion in allocating co-
investment opportunities often will not result in proportional allocations among such co-investors
and such allocations can be more or less advantageous to some co-investors relative to other co-
investors. When co-investment opportunities are permitted, it is possible that the size of the
investment opportunity otherwise available to Kainos’ Fund(s) will be less than it would otherwise
have been without the inclusion of such co-investors.

While one or more investors in the Funds are on occasion invited to co-invest in a Fund’s portfolio
companies, Kainos is authorized in its sole discretion to offer any or all of a co-investment opportunity
to those that are not investors in the Funds. Co-investment opportunities are made available to select
Fund investors and third parties, including, without limitation, management or founders of the
applicable portfolio company, co-sponsors, strategic investors, lenders, investment bankers, deal
sources (including finders and consultants), other sponsors (including other private equity or venture
capital firms), service providers, third-party professionals, sector experts, strategic advisors, or other
persons or entities affiliated, associated or otherwise known to Kainos or its personnel. Certain service
providers, including lenders and individuals who source transactions, have in the past and are expected
in the future to negotiate co-investment rights or co-investment priority rights as a component of their
compensation in connection with the services provided. In certain cases, determinations to allocate
such amounts or investment opportunities to vendors or service providers will be made prior to the
determination of the availability of opportunity for other co-investors, and as such generally will
decrease the amount of co-investment opportunities available.

Kainos can cause some co-investors in a Co-Investment Fund to bear a Management Fee, Carried
Interest or other fees while not imposing a Management Fee, Carried Interest or other fees (or
imposing different fees) on other co-investors. Some co-investors are provided a board seat or
observer rights at a Kainos portfolio company. Such positions provide such persons with voting
rights, access to information and potentially the ability to influence the operations and decision-
making of the portfolio company that are not necessarily available to other investors.

Co-investments typically involve investment and disposal of interests in the applicable portfolio
company at substantially the same time and on substantially the same terms as a Fund making the
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