Long Ridge Capital Management LP

Item 5         Fees and Compensation
LRCM, and/or its affiliates, receive compensation from annual management fees and may receive
certain other fees related to transactions, consulting, advisory and other similar fees associated with
investments or proposed investments or commitments made by each Fund, fees in connection with
transactions that are not completed (i.e., break-up fees), directors’ fees (which may include options
and warrants) and/or monitoring fees from portfolio companies.

Management Fees

Fund I

LRCM receives a management fee from Fund I. The Fund I partnership agreement provides that
prior to the earlier of (i) the fourth anniversary of the last day of the month that includes the initial
closing date, and (ii) the drawdown of the limited partners’ entire capital commitment, Fund I will
pay a management fee at the beginning of each semi-annual period at an annualized rate equal to
2% per year of the limited partners’ aggregate capital commitments. Thereafter, the semi-annual
management fee will be equal to 2% per year of the amount of the capital contributions that have
not been returned to the limited partners as of the end of the preceding semi-annual period. The
General Partner may, in its sole discretion, reduce or waive the management fee for certain limited
partners. LRCM has irrevocably waived the management fee payable by Fund I to LRCM for all
periods after March 8, 2023.

Fund II

LRCM receives a management fee from Fund II. The Fund II partnership agreement provides that
Fund II will pay LRCM, or one of its affiliates, an annual management fee in an amount equal to
2% of each limited partner’s subscription commencing on the date upon which the General Partner
commences the evaluation of prospective portfolio companies for Fund II through the earlier of (i)
the last day of the calendar quarter in which a successor fund with aggregate capital commitments
equal to or greater than $200,000,000 has begun to accrue a management fee and (ii) the last day of
the calendar quarter in which the expiration or termination of the investment period occurs (the “Fee
Reduction Date”). Following the Fee Reduction Date, the management fee with respect to each
limited partner shall be equal to 2% of each limited partner’s actively invested capital. The General
Partner may, in its sole discretion, reduce or waive the management fee for certain limited partners.

Fund III

LRCM receives a management fee from Fund III. The Fund III partnership agreement provides
that Fund III will pay LRCM, or one of its affiliates, an annual management fee in an amount equal
to 2% of each limited partner’s subscription commencing on the date upon which the General
Partner commences the evaluation of prospective portfolio companies for Fund III through the
earlier of (i) the last day of the calendar quarter in which a successor fund with aggregate capital
commitments equal to or greater than $375,000,000 has begun to accrue a management fee and (ii)
the last day of the calendar quarter in which the expiration or termination of the investment period
occurs (the “Fee Reduction Date”). Following the Fee Reduction Date, the management fee with
respect to each limited partner shall be equal to 2% of each limited partner’s actively invested
capital. The General Partner may, in its sole discretion, reduce or waive the management fee for
certain limited partners.

Fund IV

LRCM receives a management fee from Fund IV. The Fund IV partnership agreement provides
that Fund IV will pay LRCM, or one of its affiliates, an annual management fee in an amount equal

to 2% of each limited partner’s subscription commencing on the date upon which the General
Partner commences the evaluation of prospective portfolio companies for Fund IV through the
earlier of (i) the last day of the calendar quarter in which a successor fund with aggregate capital
commitments equal to or greater than $445,000,000 has begun to accrue a management fee and (ii)
the last day of the calendar quarter in which the expiration or termination of the investment period
occurs (the “Fee Reduction Date”). Following the Fee Reduction Date, the management fee with
respect to each limited partner shall be equal to 2% of each limited partner’s actively invested
capital. The General Partner may, in its sole discretion, reduce or waive the management fee for
certain limited partners.

Co-Investment Funds

Co-investment opportunities may be effected through limited partnerships or other entities formed
to effect such co-investments (“Co-Investment Funds”). The management fees and incentive
allocations charged to a Co-Investment Fund or another co-investor in a Fund investment may, in
the sole discretion of LRCM, vary from the management fees and carried interest amounts payable
by the investors in Fund I, Fund II, Fund III and Fund IV.

Other Fees

LRCM receives transaction fees from portfolio companies or other third parties. Such fees may be
retained in full by LRCM, provided that an amount equal to 100% of such fees will reduce the
management fee otherwise payable, on an aggregate basis. Transaction fees include any fees
received in connection with the consummation, disposition, holding or termination of an investment
and/or any fees received from portfolio companies, such as portfolio company advisory fees,
investment banking fees and similar fees, break-up fees, commitment fees, termination fees,
directors fees, and options or similar compensation received by directors in connection with their
service on the boards of directors or other similar governing bodies of portfolio companies. If
LRCM receives such fees in the form of shares in lieu of cash, the management fee will be reduced
by the compensation valued at the grant date.

Co-investors will typically bear their pro rata share of fees, costs and expenses related to the
discovery, investigation, development, acquisition or consummation, ownership, maintenance,
...

Item 7         Types of Clients
LRCM provides discretionary investment management services to the Funds. The eligibility and
suitability requirements for each Fund are described in the applicable private placement
memoranda, limited partnership agreement, and subscription agreements. The Funds only admit
sophisticated investors that are “accredited investors,” as defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, and “qualified purchasers” (or “knowledgeable employees”), as
defined in the Investment Company Act of 1940 and the rules thereunder.

LRCM and the General Partners, on behalf of the Funds, enter into agreements (“Side Letters”) with
limited partners which provide such limited partners with additional or different rights than such
limited partners have pursuant to the Fund offering documents. As a result of such Side Letters,
certain limited partners will receive additional rights (which may include expanded informational
rights or preferential economic terms) which other limited partners will not receive. LRCM and the
General Partners will not be required to notify all limited partners of any such Side Letters or any
of the rights or terms or provisions thereof, and will not be required to offer such additional or
different rights or terms to all limited partners.