Kingswood Capital Management LP

FEES AND COMPENSATION

        Fees generally are paid as set forth in each Fund’s Governing Documents. In general,
Kingswood receives a carried interest in connection with advisory services provided to the Funds.
Kingswood also receives a management fee (the “Management Fee”) from Fund I, Fund II and
Fund III (collectively the “Kingswood Funds”). Kingswood and/or its affiliates receive additional
compensation in connection with management and other services performed for portfolio
companies of Funds. With respect to the Kingswood Funds, such additional compensation will
offset in whole or in part the Management Fees otherwise payable to Kingswood in accordance
with the relevant Governing Documents. In addition, in certain circumstances Kingswood receives
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds. Investors in a Fund also bear certain expenses.

       Kingswood Capital I and the SPVs pay to Kingswood, at the time of the funding of a new
investment, certain fees that do not offset any other compensation received by Kingswood in
connection with Kingswood Capital I or the SPVs. Portfolio companies of the SPVs pay to
Kingswood certain monitoring fees as more fully described in the relevant Governing Documents.
Such fees from portfolio companies do not offset any other compensation received by Kingswood
in connection with Kingswood Capital I or the SPVs. Investors should review the relevant Fund’s
Governing Documents for full details regarding fee structure and expenses.

Management Fees

         The Kingswood Funds pay a Management Fee equal to 2.0% on an annual basis of
aggregate capital commitments (“Commitments”) of investors that are not designated as
“affiliated partners” by the General Partner. Payments are made quarterly in advance.
Commencing with the first Management Fee payment date after the expiration of the Kingswood
Funds’ investment period or earlier upon the occurrence of certain events as set forth in the

Governing Documents, the Management Fee will equal 2.0% of (i) the aggregate investment
contributions made (or payable to the Kingswood Funds pursuant to capital call notices then issued
or to be issued to repay indebtedness incurred by the Fund and used to fund an investment), less
(ii) the aggregate amount of investment contributions with respect to the portion of each
investment that has been disposed of or permanently written-down, in each case with respect to
investors not designated as “affiliated partners”; provided that the Management Fee will be
reduced pursuant to a formula specified in the Governing Documents and there will be a
corresponding reduction in the General Partner’s cash capital contribution obligations.

        Investors participating in a subsequent closing after the initial closing date will be assessed
Management Fees retroactive to the beginning of the effective date of the Kingswood Funds, with
interest. Installments of the Management Fee payable for any period other than a full quarterly
period are adjusted on a pro rata basis according to the actual number of days in such period.

        The Kingswood Funds Management Fee will be reduced, but not below zero, by all or a
portion of “Portfolio Company Fees” attributable to investors not designated as “affiliated
partners” by the General Partner. Portfolio Company Fees include: (i) directors’ fees, financial
consulting fees or advisory fees paid to the General Partner with respect to any Kingswood Funds
investment; (ii) transaction fees paid to the General Partner with respect to any Kingswood Funds
investment; and (iii) break-up fees with respect to Kingswood Funds transactions not completed
that are paid to the General Partner, in each case net of certain expenses (including those described
below) as set forth in the Governing Documents; but not including, in any event, any amount
received by the General Partner, the Operations Group (or a member thereof) or other person from
a portfolio company (a) as reimbursement for expenses directly related to such portfolio company,
(b) as payment for services provided to such portfolio company in the ordinary course of such
portfolio company’s business, (c) as compensation for services provided by the General Partner or
other person as an employee of or in a similar capacity for such portfolio company or (d) as
compensation (including fees, incentive equity or other stock awards) for services rendered by the
Operations Group (or a member thereof) to a portfolio company or prospective portfolio company.

        In the event that the amount of such Portfolio Company Fee reduction exceeds the
Management Fee for such quarterly period, such excess shall be carried forward to reduce the
Management Fee payable in following quarterly periods, as set forth in the applicable Partnership
Agreement. Any excess amount at the end of each year may be distributed to the Kingswood
Funds. Various costs and expenses will reduce Portfolio Company Fees (and therefore such
amounts will not reduce the Management Fee), including out-of-pocket costs and expenses
(including travel expenses) incurred by the General Partner in connection with any consummated
or unconsummated transaction or in connection with generating any such Portfolio Company Fees.
To the extent that any other Fund or any other entity or individual co-invests alongside the
Kingswood Funds in any portfolio company investment, any Portfolio Company Fees will be
allocated pursuant to the negotiated terms in the relevant services agreement. Accordingly, the
Fund will, in most cases, only benefit from the Management Fee reduction described above with
respect to its allocable portion of any such Portfolio Company Fee and not the portion of any fee
allocable to any other investor in a portfolio company. For the avoidance of doubt, any other fees
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TYPES OF CLIENTS

        Kingswood provides investment advice to the Funds. The Funds include investment
partnerships or other investment entities formed under domestic or foreign 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 may
include, directly or indirectly, principals or other employees of Kingswood and its affiliates and
members of their families, Operations Group members, consultants or other service providers
retained by Kingswood.

       The Funds may include alternative investment vehicles established from time to time in
order to permit one or more investors to participate in one or more particular investment
opportunities in a manner desirable for tax, regulatory, accounting 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 related Fund.

        Kingswood Capital I and the SPVs generally do not have a minimum investment amount.
The Kingswood Funds generally have a minimum investment amount of $10 million for third-
party investors, and Fund interests are offered and generally sold solely to “accredited investors,”
as defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended, and,
unless waived in the discretion of the General Partners, “qualified purchasers” as that term is
defined under the Investment Company Act (or certain qualified knowledgeable Kingswood
personnel).

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Kingswood is a private investment firm focused on deep value, control investments in
companies that are headquartered in North America and characterized by operational,
transactional, and/or structural complexity, and which are believed to benefit from Kingswood’s
deep transactional and operational experience. Investments are predominantly in non-public
companies although investments in public companies are permitted.

        Kingswood’s investment strategy focuses on companies with ownership issues, transitions
in management or leadership, and financial and/or operational distress where Kingswood believes
it can make a significant and positive impact by leveraging its operational and strategic expertise
and that of its Operations Group. Kingswood intends for the Funds to participate in complex
buyouts including, but not limited to, corporate carve-outs, take-privates, roll-ups, minority
squeeze-outs and out-of-court restructurings.

       There can be no assurance that Kingswood will achieve the investment objectives of any
Fund and a loss of investment is possible.

Investment and Operating Strategy

        Sourcing Approach. Kingswood discovers investment opportunities through a combination
of key sources, and draws on its network of longstanding relationships with companies, deal
advisors and brokers, restructuring firms, and operators to generate significant volume of deal flow
that is compatible with its deep value, complex buyout strategy. Kingswood also accesses deal
flow from its network of operating executives, who are actively interacting with owners and
operators of businesses reaching inflection points in their life cycles.

        Due Diligence, Structuring and Execution. Due diligence is managed by the senior
professionals at Kingswood and includes both investment and operations personnel from
Kingswood as well as Operations Group members. From early in Kingswood’s due diligence
process, often beginning with the first meeting with management, Kingswood’s investment team
seeks to leverage multiple members of the Operations Group, including functional experts,
executives-in-waiting, and senior advisors or consultants, to assist with underwriting and
developing relationships with management and key stakeholders at the target company. The
Operations Group members generally work on a defined scope of diligence developed by the
collective deal team.

        Value Creation. Prior to completing a transaction, Kingswood typically forms a bespoke
group of Operations Group members to address the specific challenges and opportunities
associated with a target company. The profiles of Operations Group members differ meaningfully
from transaction to transaction, but often include subject matter experts, advisors, and potential C-
suite executives or board members. Operations Group members are typically involved in a
transaction from the initial due diligence period through the execution of operating initiatives
related to their area of expertise, which may conclude within the first 30, 60, or 90 days of an
investment for a functional expert or may continue through the exit of an investment for an advisor
or executive that joins the company in a full-time capacity post-acquisition. During the pre-closing

period and during the first 90 days after Kingswood’s initial investment, Kingswood is typically
engaged with a company multiple times each day. Throughout due diligence and closing,
Kingswood focuses on installing a strong foundation of infrastructure and governance best
practices, as well as aligning interests and strategic priorities with the right senior executives.
Kingswood works with management to develop an initial strategy and 30/60/90-day plan, recruit
key team additions and replacements, and set clear expectations. Kingswood and the management
team then finalize the strategic plan, including a resource plan, and finalize employment contracts,
equity programs, and other incentives.
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