New Harbor Capital Management LP

FEES AND COMPENSATION

         In general, New Harbor Capital receives a Management Fee (as described below) and a
carried interest in connection with advisory services. New Harbor Capital or other NHC entities
or affiliates receive additional compensation, including transactional consulting compensation, in
connection with management and other services performed for portfolio companies of the Funds
and all or a portion of such additional compensation will offset in part the management fees
otherwise payable to New Harbor Capital. Investors in the Funds also bear certain Fund expenses.

Management Fees

        During its investment period, each Fund, except for New Harbor Manatee Fund and New
Harbor Manatee Fund-A (together “Manatee”), will pay its General Partner a management fee (the
“Management Fee”) equal to a blended management fee rate (2.25% for the first $150 million of
aggregate commitments from investors and 2.00% for the aggregate commitments from investors
in excess of $150 million) multiplied by the non-affiliated partners’ commitments. After the
investment period or when any approved executive begins to accrue management fees with respect
to another similar investment fund, the management fee will be equal to such blended management
free rate multiplied by the non-affiliated partners’ unreturned investment capital, as more fully
described in the relevant Partnership Agreement. The fee will be paid on a quarterly basis through
each investor’s capital account. As further described in the Funds’ relevant Partnership
Agreements and below, the Management Fee for each Fund generally has been, and will be,
reduced by a portion of the fees or other compensation received by the applicable General Partner
or its affiliates acting, directly or indirectly, on behalf of the applicable Fund from the portfolio
companies in which such Fund invests.

         The Management Fee will be further reduced in whole or in part by breakup fees and other
costs received by the Advisers from transactions not consummated by the relevant Fund (in each
case, net of any amount necessary to reimburse the applicable Fund or General Partner or their
affiliates for all costs and expenses incurred by them in connection with all consummated or
unconsummated transactions or in connection with generating any such fees and not previously
reimbursed), but not including any amount received by the applicable General Partner or its
affiliates from portfolio companies as reimbursement for out-of-pocket expenses directly related
to such portfolio companies (collectively, “Breakup Fees”).

        Additionally, as further described herein and in the applicable Memorandum and/or
Partnership Agreement of each Fund, it is New Harbor Capital’s practice to retain certain operating
partners and executive advisors (collectively, “Operating Partners”) to provide services to (or
with respect to) one or more Funds or certain current or prospective portfolio companies in which
one or more Funds invest. Such Operating Partners generally provide services in relation to the
identification, acquisition, holding, improvement and disposition of portfolio companies,
including operational aspects of such companies. In certain circumstances, these services also
include serving in management or policy-making positions for portfolio companies. Operating
Partners receive compensation, including, but not limited to, cash fees; discretionary bonuses

(whether or not based on pre-determined milestones); a profits, participation or equity interest in
a portfolio company or holding company; incentive equity or other stock awards; profits or equity
interests in one or more Funds or General Partners; remuneration from New Harbor Capital and/or
its Funds or affiliates or other compensation; the amount of which typically is determined
according to one or more methods, including the value of the time (including an allocation for
overhead and other fixed costs) of such Operating Partners, a percentage of the value of the
portfolio company, the invested capital exposed to such portfolio company, amounts believed to
be charged by other providers for comparable services and/or a percentage of cash flows from such
portfolio company. Compensation in the form of profits or equity interests in a portfolio company
or intermediate holding company generally has a dilutive impact on the Fund’s investment, and
has the potential to result in economic effects greater than the original amount of compensation
Operating Partners also generally will be reimbursed for certain travel and other costs in
connection with their services. No such amounts will offset or reduce the Management Fee. The
use of Operating Partners subjects New Harbor Capital to potential conflicts of interest, as
discussed under “Methods of Analysis, Investment Strategies and Risk of Loss—Conflicts of
Interest,” below.

         In addition, New Harbor Capital has established the Portfolio Operations Group, an
affiliated entity that provides and arranges certain consulting and advisory services, including,
without limitation, services relating to finance, accounting, information technology and human
resources/recruiting, to New Harbor Capital portfolio companies for fees separate from those
earned by New Harbor Capital. The Portfolio Operations Group will be compensated by New
Harbor Capital’s portfolio companies, and any such compensation will not offset or reduce the
Management Fee.

        In accordance with each Fund’s Partnership Agreement, the Management Fee will be
payable until all portfolio investments are distributed or until the respective General Partner’s
relationship with the applicable Fund is terminated for other reasons. Each Partnership Agreement
permits the applicable General Partner to exercise broad discretion with respect to the timing of
portfolio investment distribution in order to seek higher values for the relevant investment;
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TYPES OF CLIENTS

        New Harbor Capital provides investment advice to the Funds, which can include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended.
The investors participating in the Funds can 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 New Harbor
Capital and its affiliates and members of their families, or other service providers retained by New
Harbor Capital.

       The Funds generally have a minimum investment amount as set forth in the relevant
Partnership Agreements and the Funds’ interests are offered and sold primarily to qualified
purchasers (or qualified knowledgeable New Harbor Capital personnel). Such minimum
investment amount can be waived by each of the General Partners.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

        New Harbor Capital seeks to focus its investment activity primarily on making control
equity investments in growth-oriented services, including healthcare, education and tech-enabled
service companies.

      Industry Target. New Harbor Capital targets industries that are large, growing and highly
fragmented. Within these industries, New Harbor Capital seeks to identify market leaders that they

believe are well-positioned to consolidate the market through acquisition – expanding
geographically, diversifying customer mix, expanding product and service lines, gaining market
share – and capitalize on underpenetrated or inefficient markets. New Harbor Capital also targets
businesses that successfully utilize technology to address consumer needs and that it believes are
well-positioned to benefit from continuing market evolution.

        Disciplined Investment Process. New Harbor Capital applies a disciplined and balanced
investment process. The methodology by which New Harbor Capital identifies new investment
opportunities and conducts due diligence is structured, deliberate and replicable. Utilizing a
“markets first” approach, New Harbor Capital identifies sectors within general business services,
health care and education that fit with its investment strategy – primarily large, growing and
fragmented industries that could benefit from (i) consolidation, (ii) improved efficiency and (iii)
growth capital. Given the growth focus of New Harbor Capital, it typically conservatively
capitalizes its investments to allow flexibility to support growth initiatives and to help reduce
financial and capital structure risk.

        Investment Sourcing. New Harbor Capital seeks to access opportunities outside of the
traditional auction channel, therefore reducing the negative competitive dynamics inherent to such
processes and leading to what it believes is unique access to opportunities. A key component of
investment origination is leveraging the strong relationships between the New Harbor Capital
investment team and its network, as well as the broader reach of New Harbor Capital’s focused
industry relationships. Through these relationships, New Harbor focuses on building long-term,
direct relationships with entrepreneurs and executives to help establish New Harbor Capital as an
acquirer of choice.

        In-Depth Due Diligence. New Harbor Capital leverages its advisor network to conduct a
thorough review of the industry, including extensive up-front industry calls, and works to identify
acquisition targets that meet New Harbor Capital’s investment criteria. Once a target is identified,
the team conducts a rigorous due diligence program, utilizing internal resources and other personal
contacts, as well as third-party due diligence providers. New Harbor Capital systematically
conducts due diligence on each opportunity with the following objectives: (i) assess the overall
business, its operations, systems and management team; (ii) identify any potential risk
concentrations; (iii) identify and assess opportunities to accelerate growth and enhance
sophistication within the business (including the estimated costs associated with these initiatives);
and (iv) develop a comprehensive and tailored investment management plan that outlines the
strategic goals of the investment and activities needed to achieve these goals. During and
immediately following the due diligence process, an investment is presented to the New Harbor
Capital investment committee for review. Investments must receive a majority vote of approval,
including an approval vote by either Tom Formolo or Ed Lhee, by the New Harbor Capital
investment committee as a condition to investment by the relevant Fund.

Risks of Investment

        The Funds and their investors bear the risk of loss that New Harbor Capital’s investment
strategy entails. The risks involved with New Harbor Capital’s investment strategy and an
investment in a Fund include, but are not limited to:

        Business Risks. A Fund’s investment portfolio is expected to consist primarily of securities
issued by privately-held companies, and operating results in a specified period will be difficult to
predict. Such investments involve a high degree of business and financial risk that can result in
substantial losses.

        Future and Past Performance. The performance of New Harbor Capital’s prior
investments, or those of any prior firm, is not necessarily indicative of a Fund’s future results.
While each General Partner intends for the applicable Fund to make investments that have returns
commensurate with the risks undertaken, there can be no assurances that any such performance
will be achieved. On any given investment, loss of principal is possible.
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