Lane42 Investment Partners LLC

5. FEES AND COMPENSATION

        In general, Lane42 receives a Management Fee (as defined below) and a carried interest in
connection with the provision of advisory services to its Clients. Lane42 may receive additional
compensation in connection with management and other services performed for Portfolio Investments of
the Clients and such additional compensation will offset in whole or in part the Management Fee otherwise
payable to Lane42 to the extent provided by the Governing Documents of the relevant investment vehicle.
In addition, in certain circumstances Lane42 may also receive compensation for management and other
services performed in connection with co-investments made in Portfolio Investments of the Clients.
Investors in a Client will also bear certain expenses which are discussed in further detail in below and in
the Governing Documents of each Client.

Types of Advisory Fees Charged to Clients

Management Fees

         As a general matter the Governing Documents for each Client detail the fees payable by such Client.
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.

        Private Fund investors generally pay the Firm an annual management fee, calculated as a
percentage (typically up to 1.5%) of each investor’s pro rata share of the aggregate cost basis of investments
held by the applicable Client (i.e., invested capital). The Management Fee is billed quarterly in arrears
based on the value of invested capital as of the close of business on the last business day of the immediately
preceding calendar quarter (the “Management Fee”).

The Firm has the ability, in its discretion, to waive or reduce Management Fees for certain Clients.
The Firm typically deducts Management Fees and carried interest from investor capital accounts
but may, in certain circumstances, invoice an investor directly for Management Fees or other
compensation rather than deducting such amounts from the investor’s capital account(s).

Carried Interest

        The Firm generally receives a carried interest with respect to the Clients equal to up to 20% of all
realized profits. Carried interest allocations in particular are generally subject to preferred return hurdles,

catch-up allocations, and/or claw-backs, depending upon, among other things, the strategy and structure of
the relevant Client and are more fully described in the Governing Documents.

Transaction Fees

        The Firm is generally permitted to receive certain supplemental fees and other amounts
(“Transaction Fees”) consisting of arrangement fees, origination fees, structuring fees, consent payments,
amendment fees, consulting fees, directors’ fees, transaction fees, advisory fees, investment management
fees, closing fees, transaction financing fees, break-up fees, monitoring fees and syndication fees in
connection with the provision of capital to current or prospective Portfolio Investments by the Clients. All
such Transaction Fees received by the Firm will be retained by the relevant Client.

         A portion of the Transaction Fees allocated to a Client will generally reduce or offset Management
Fees otherwise payable by the investor in such Client as described in the Governing Documents.
Transaction Fees shall not include (a) any amount received by the Firm, the Operations Group (as defined
below) or other person from a Portfolio Investment or prospective Portfolio Investment (i) as
reimbursement for expenses directly related to such Portfolio Investment or prospective Portfolio
Investment if borne by Lane42, (ii) as compensation for services provided by (x) former Firm employees
who have become employees, officers or directors of Portfolio Investment, (y) Lane42 employees who are
temporarily seconded to or engaged by, Portfolio Investments or (z) Firm employees with respect to
services provided to Portfolio Investments prior to becoming Firm employees, (iii) as compensation
(including fees, incentive equity or other stock awards) for services rendered by consultants (including the
Operations Group (as defined below) (or a member thereof)) to or in respect of a Portfolio Investment or
prospective Portfolio Investment, or (iv) with respect to a co-investment arrangement or other third-party
investor arrangement (including any current or former Portfolio Investment management or personnel or
sellers that have rolled their interest or reinvested proceeds in the Portfolio Investment) whether or not the
investors in any such co-investment arrangement or other third parties bear any Management Fee or similar
fee, and whether or not any such Management Fee or similar fee (if any) is offset by such fees, (b) any fees
and other compensation received by persons who serve as directors or officers of, or in other similar
management roles with respect to, Portfolio Investments of the relevant Client at the request of the Firm
and who are not employees of the Firm or (c) any other amounts approved by the Client’s investor advisory
board (“Advisory Board”) or a majority-in-interest of the Client’s investors.

Management Fee and Carried Interest Waivers

          Lane42 is permitted to exempt certain investors in the Clients, including the Strategic Investor,
from payment of all or a portion of Management Fees and/or carried interest, including, without limitation,
investors associated with the Firm or any of its respective affiliates Personnel, partners, including
Operations Group members, service providers, investors with whom the Firm has strategic relationships
and any “friends and family” of the foregoing or the Firm. Lane42 reserves the right to make any such
exemption from Management Fees and/or carried interest by a direct exemption, a rebate by Lane42 and/or
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7. TYPES OF CLIENTS

          Lane42 provides investment advice to its Clients, as defined in Item 4. The Clients generally
include investment partnerships or other investment entities, and are expected to include SMAs, formed
under U.S. or non-U.S. laws. Private Funds are operated as exempt investment pools under the Investment
Company Act of 1940, as amended. The underlying investors in the Clients are comprised primarily of
government and private pension funds, sovereign wealth funds, endowments, foundations, family offices,
banks, investment companies, insurance companies, private corporations, and high net worth individuals.
Generally, investors participating in our Clients are required to meet certain suitability and net worth
qualifications such as being (a) an “accredited investor” within the meaning of Rule 501 of Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”), (b) a “qualified purchaser” as defined
in Section 2(a)(51) of the Investment Company Act, (c) a “knowledgeable employee” within the meaning
of Rule 3c-5 of the Investment Company Act or (d) a non-U.S. person, depending on the applicable
eligibility requirements of the respective Client, but typically a professional or institutional investor.

         The minimum investment in each Client is stated in its Governing Documents and is generally $10
million, although the Manager is permitted to waive this minimum.