Madryn Asset Management LP

Item 5. Fees and Compensation

Madryn and/or its affiliates are compensated in the form of Management Fees, Performance Based Fees or
Carried Interest, and Loan Administration / Agency Fees (each as defined below). Management Fees and
Carried Interest arrangements described herein have been modified, waived or reduced by Madryn in its
sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other
arrangements which may not be disclosed to other investors in the same Fund.

        Management Fee

As compensation for the provision of investment advisory services, Madryn receives from each Fund a fee
(each, a “Management Fee”) generally calculated as a percentage of either: i) a Fund’s total capital
commitments, or ii) the aggregate cost basis of all investments held by the Fund. The Management Fee is
payable quarterly in advance (except that the first installment of a Fund’s Management Fee shall be paid in
arrears and paid together with the second installment), and is generally reduced by an amount equal to any
transaction fees (which, as more fully described in the Funds’ offering documents, include but are not
limited to: closing fees, investment banking fees, placement fees, monitoring fees, consulting fees, advisory
fees, directors’ fees and other fees (except, for the avoidance of doubt, agency fees, as further described
below)) received during the immediately preceding quarterly period. To the extent a Madryn employee
receives share-based compensation, including stock options, restricted stock, or other equity or equity-
linked awards, in connection with service on the board of directors of a portfolio company, such
compensation will generally be transferred to the applicable Fund for the benefit of the Fund's Limited
Partners. Share-based compensation assigned to a Fund in this manner will not be treated as a transaction
fee and will not reduce the Management Fee. The cadence of these transfers may be governed by the
applicable portfolio company's internal policies and applicable restrictions on transfer under federal
securities laws, including any applicable holding period, volume limitation, or blackout period
requirements. In addition, the Management Fee payable in any quarterly period shall be reduced by an
amount equal to the aggregate amount of all third party private placement fees paid or reimbursed by the
Funds in connection with the organization and securing of capital subscriptions of the Funds during the
immediately preceding quarterly period. Management Fees paid by a Fund are indirectly borne by the
investors in such Fund. Installments of the Management Fee payable for any period other than a full
calendar quarter shall be adjusted on a pro-rata basis according to the actual number of days in such period.

        Performance-Based Fees / Carried Interest

Each Fund’s Advisory Agreement generally provides that Madryn or its affiliates are entitled to receive
performance-based compensation in the form of carried interest, typically in an amount equal to a
percentage of distributions after the limited partners have received a preferred return on their investment in

the Fund.

        Loan Administration / Agency Fees

Madryn, through its affiliate Madryn Fund Administration, LLC, also receives fees and compensation for
providing administrative and loan agent services to its Funds’ portfolio companies in connection with
certain structured debt investments. These fees are charged by Madryn’s affiliate to (and paid directly by)
the portfolio company, as applicable. While such fees are not borne by the Clients directly, the Funds'
governing documents generally permit Madryn to charge such fees to the Clients as a Fund expense. The
Clients may bear such fees indirectly through their underlying economic interests in the applicable portfolio
company, as such fees reduce cash available to service the portfolio company's obligations to the Funds or
otherwise reduce the portfolio company's enterprise value. Please refer to the conflicts of interest disclosure
under Item 11 for additional information with respect to this practice. Loan administration / agency fees are
generally due and payable in advance at the close of an investment and on each anniversary thereof,
pursuant to a fee letter directly negotiated with each portfolio company (as applicable). As more fully
described in the applicable limited partnership agreement, such fees or compensation are not typically
expected to be offset by Madryn against the Management Fee paid by any Clients.

        Fund Expenses

In accordance with and as more fully described in each Fund’s Advisory Agreement, the Funds will
reimburse general partners and/or Madryn’s affiliates for (or will otherwise directly incur) the Funds’
organizational and start-up expenses, including legal, travel, accounting, filing, capital raising, and other
organizational expenses (subject to applicable expense caps articulated in the Advisory Agreement).

The Funds will also pay other costs and expenses that are not reimbursed by portfolio companies or other
persons, including:

   i.   all costs, expenses, liabilities and obligations attributable to acquiring, sourcing, evaluating,
        financing, holding, monitoring, evaluating and disposing of investments, including principal and
        interest on money borrowed by the Funds, registration expenses, brokerage, finders’, custodial,
        legal, consulting, investment banking, travel, meals, lodging and fees and expenses of other third
        party service providers;

  ii.   legal, accounting, auditing, insurance (including directors and officers, errors and omissions,
        professional liability insurance, and cybersecurity insurance), litigation and indemnification costs
        and expenses, judgments and settlements, consulting, financing, appraisal, filing and other fees and
...

Item 7. Types of Clients

The Firm provides investment advisory services to various pooled investment vehicles, as more specifically
described herein. Certain Clients have been established in the form of alternative investment vehicles
(“Feeder Clients”) to address particular tax or regulatory requirements. Each Feeder Client is a limited
partner of or an investor in a Client, and interests in such Feeder Client are held by the investors who elect
to participate in the Client through such Feeder Client. Prospective investors should refer to the applicable

Client Advisory Agreement for complete details on any Feeder Client established with respect to such
Client. In addition, certain Clients are structured as part of a mini-master feeder arrangement, pursuant to
which a US-domiciled vehicle (in each case an “Onshore Fund”) is managed alongside a non-US domiciled
vehicle (generally, in each case, a “Master Fund”). The Onshore Funds and their associated Master Funds
are managed on a pari passu basis, to the extent that there are no extenuating circumstances, such as legal
or tax restrictions, with regard to the allocation of investments.

The Funds are privately offered and qualify for an exclusion from the definition of an “investment
company” under the Investment Company Act of 1940, as amended. Madryn expects Fund investors to
generally consist of institutional investors, such as state and corporate pension plans, university
endowments, and funds of funds.

Generally, the minimum commitment to a Fund will be $10,000,000, which may be waived in Madryn’s
sole discretion. When deemed appropriate for a large or strategic investor, Madryn may in the future
establish separately managed accounts or pooled investment vehicles consisting of a single investor and its
affiliates, which: (i) are tailored to accommodate specific investment objectives, guidelines, and restrictions
and/or (ii) are subject to objectives, guidelines, restrictions, terms and/or fees different from those of the
Funds. Such investment objectives, fee arrangements and terms will be individually negotiated, and it
should be noted that such separately managed account relationships are and generally would be subject to
significant account minimums.

Madryn has entered into side letter agreements with certain large and strategic investors that provide such
investors with additional notification and disclosure rights, and transfer rights, triggered by certain events.
In the future, Madryn may enter into additional side letter agreements. Madryn also has entered into
arrangements with strategic investors in the Funds to share in carried interest earned by the Funds.

Investors in the Funds will be subject to lock-up periods for their investments and neither Madryn nor the
Funds guarantee that a Limited Partner will be able to redeem an investment at any time other than those
outlined in the relevant agreement. Therefore, there will be no fee refunds in the event of redemptions.
Limited Partners may negotiate a return of any unpaid fees with the transfer party or Madryn at the time of
termination.

        Co-Investment Offerings

Madryn may, but is under no obligation to, provide co-investment opportunities, on such terms and in such
amounts as Madryn may determine in its discretion, to one or more Limited Partners (and without making
any such opportunity available to all Limited Partners). Madryn or its affiliates have formed and may in the
future form entities through which co-investors participate in such co-investments and may receive fees,
carried interest or other compensation in connection with such co-investments by some or all of such co-
investors. Such fees, carried interest or other compensation received by Madryn or its affiliates shall not
offset the Management Fee. Madryn may invite investors that are not affiliated with the Funds to participate
in co-investment opportunities. Beyond such a “syndication” of investments among an investor group, co-

investment opportunities for Limited Partners and others (if any) will be determined on a case-by-case basis
by Madryn. Madryn may consider a number of factors in allocating any particular co-investment
opportunity to one or more Limited Partners, to a dedicated co-investment vehicle (as more fully described
below), or to other parties, including, without limitation:

         i.   the amount of capital required for the investment;
        ii.   the nature of the security or the transaction;
      iii.    timing and speed or certainty of execution;
       iv.    the ability to make the investment;
        v.    whether a particular limited partner has expressed co-investment interest;
       vi.    any previous dealings with such prospective co-investor;
      vii.    the perceived strategic value of a prospective co-investor to the investment opportunity;
     viii.    the commitment or potential commitment to the Funds of a prospective co-investor; and
       ix.    other factors Madryn otherwise deems relevant.

Madryn has agreed to provide co-investment opportunities to certain limited partners on a priority basis in
connection with investments made by the Funds, including any such investment made alongside the Funds.
Subject to these priority rights, Madryn has also established a dedicated co-investment vehicle to participate
in select future transactions alongside certain Funds after the Fund has received its priority allocation to
each such transaction (and to the extent there is excess capacity after such allocation given the transaction
size). For strategic and other reasons, a co-investor or dedicated co-invest vehicle may purchase a portion
of an investment from one or more Funds after such Funds have consummated their investment in the
portfolio company (also known as a post-closing sell-down or transfer).

Dedicated co-investment vehicles have been and may in the future be offered on a no-fee, no carry basis in
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