Neos Partners LP

Item 5         Fees and Compensation
A detailed description of each Fund’s fees and expenses is set forth in the Governing Documents of
each Fund. Neos generally receives a Management Fee and carried interest in connection with
advisory services to the Funds. In addition to the Management Fee and carried interest, each Fund
bears certain expenses as described below. As the fees and expenses incurred by each Fund vary,
prospective and current Limited Partners should review the fees and expenses listed below, as well
as refer to the applicable Governing Documents for a description of all relevant fees and expenses
to be paid by a Fund. In the future, the Adviser may reduce or waive the Management Fee for certain
Limited Partners.

Management Fees

During the life of the Funds, Limited Partners in such Funds pay a management fee (“Management
Fee”) to Neos. In accordance with the Governing Documents, the Management Fee is payable by
each Limited Partner quarterly in advance in an amount equal to 2.0% per annum, (i) initially, based
on Limited Partner committed capital during the investment period, and (ii) thereafter, based on
Limited Partner invested capital. The Management Fee payable for any period other than a full
quarterly period will be adjusted on a pro rata basis according to the actual number of days elapsed
during such period. Generally, the Management Fee is reduced, but not below zero, by excess
organizational expenses (as described in the relevant Fund’s Governing Documents) and any
placement fees paid by the Funds. Additionally, except as otherwise set forth in the Governing
Documents, directors, transaction, break-up, advisory or other similar fees received by the Adviser
in respect of a Fund’s investment in the relevant Portfolio Companies, if any, will be applied to
reduce the Management Fee payable by a Limited Partner.

Carried Interest

The General Partners of the Funds receive carried interest with respect to the Funds as a percentage
of realized profits subject to the terms of each Fund’s Governing Documents. A description of
carried interest is included in each Fund’s respective Governing Documents.

Other Compensation

Management Fees are reduced by certain compensation received by the Adviser and current
affiliates in accordance with the Funds’ Governing Documents. These offsets generally consist of
directors, monitoring, transaction, break-up, advisory or other similar fees received in respect of the
Funds’ investment in the Portfolio Companies. The specific calculation methodologies and more
detailed descriptions of the types of expenses and income subject to fee offsets are described in the
Funds’ Governing Documents.

Neos entities may be retained from time to time to provide asset management, closing, due
diligence, monitoring, underwriting, investment banking and other ancillary services to any
Portfolio Company or its related entities, or otherwise in respect of any portfolio investment, in each
case, in exchange for fees and other compensation at rates determined by the General Partner
(subject to the fee income offset provisions herein). Neos may provide any such services through
Neos entities or through other entities in which Neos holds or acquires an interest.

Fund Expenses

As disclosed in the Governing Documents, the Funds incur expenses related to their operations.
These expenses will reduce the returns realized by Limited Partners on their investment in the Funds
and will reduce the amount of capital available to be deployed by the Funds in investments.
Expenses that are paid by the Funds include, but are not limited to, the following types of expenses:

   •   management and operation of the Funds, their related entities and their respective
       businesses;

   •   sourcing, finding, investigating, developing, evaluating, negotiating, structuring, acquiring,
       monitoring, holding, administering, financing, refinancing, managing, hedging, selling,
       exchanging or otherwise disposing of or monetizing prospective and actual investments
       (including selling, exchanging or otherwise disposing of or monetizing investments through
       sponsor-led secondary transactions and recapitalizations), and other costs of rendering
       financial assistance to or arranging for financing for any assets or investments, including
       consummated investments (including investments warehoused for the Funds) and any
       proposed but unconsummated investments (including commitment fees or other lender’s
       fees that become payable in connection with a proposed portfolio investment and
       investments proposed to be warehoused);

   •   legal, auditing, consulting, accounting, valuation, appraiser, projection, regulatory
       compliance, data provider (including management systems and software), custodian, sub
       custodian, depositary, settlement, client relations, banking, transfer agent, disbursal,
       brokerage, registration, origination, servicing, administrator, Industry Advisor (as defined
       below) fees and expenses, and other third-party services;

   •   the start-up and organization of any profit interest pooling vehicle, the issuance of any
       securities in any such profit interest pooling vehicle to Industry Advisors, other consultants
       and advisors of Neos, the Fund or any Portfolio Company and/or Portfolio Company
       personnel, in each case, as determined by Neos, in its sole discretion, the operations and
       activities of any such profit interest pooling vehicle and any other costs and expenses of any
       such profit interest pooling vehicle that would otherwise be deemed “Fund Expenses”
       hereunder, as applied, mutatis mutandis, to any such profit interest pooling vehicle;
   •   other support services (including engineering, investment-level management and servicing,
       environmental, cyber security infrastructure and incident response, financial reporting, data
...

Item 7         Types of Clients
Limited Partners are required to meet certain eligibility and suitability qualifications and make
certain representations prior to investing in a Fund. Details concerning applicable Limited Partner
suitability criteria are set forth in the respective Fund’s Governing Documents.

The Funds generally have a minimum investment amount of $10,000,000 for third-party investors,
and Fund interests are offered and sold solely to accredited investors, qualified purchasers or
qualified knowledgeable Neos personnel. Each Fund establishes minimum investment amounts as
set forth in the relevant Governing Documents. The General Partner of the relevant Fund is
permitted to waive the minimum investment amount at its discretion.

In addition to providing investment advisory services to the Funds, Neos provides investment
advisory services to other vehicles which can include co-investment vehicles, parallel funds, feeder
funds, alternative investment vehicles or other vehicles. For example, in order to facilitate
investment by certain investors in certain Funds, a parallel fund has been established. The parallel
fund will, and the General Partner has and may in the future also organize one or more additional
parallel funds to, invest alongside the Funds. Investments may be proportional to the Funds and on
effectively the same terms and conditions as the Funds, subject to applicable legal, tax, regulatory
and other considerations (which may require a different structure, voting or other arrangements than
those applicable to the Funds in order to accomplish the purposes of such alternative investment
vehicle).

Additionally, alternative investment vehicles may be used if the General Partner determines that it
is in the best interest of any Fund vehicle, the General Partner, its affiliates or any Limited Partners.
Different vehicles (or their investors or certain groups of investors) have and may in the future
participate in investments through different structures, as the General Partner determines to be in
the best interests of such vehicle for legal, tax, regulatory or other business reasons, or as otherwise
prescribed for a particular vehicle. As a result, the amount available to be distributed to a Limited
Partner can be less than the amount that would have been available absent the use of such special
structuring.