Northern Pacific Group LP

FEES AND COMPENSATION

        In general, NPG receives a management fee and a carried interest in connection with the
provision of advisory services to its clients. The Adviser or other NPG entities or affiliates receive
additional compensation in connection with management and other services performed for
portfolio companies of the Funds, and, in some cases, a portion of such additional compensation
will offset in whole or in part the management fees otherwise payable to NPG to the extent
provided by the Governing Documents. In addition, in certain circumstances NPG receives
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds. Investors in a Fund also bear certain expenses.

Management Fees

        During the investment period, Fund II will pay NPG, quarterly in advance, a management
fee (the “Management Fee”) equal to 2.0% on an annual basis of aggregate Fund II investor
capital commitments (“Commitments”) held by partners not designated as “affiliated partners”
by the General Partner. After the investment period, the Management Fee will be reduced, and will
equal 1.5% of invested capital.

        Lake Street will pay NPG, quarterly in advance, a Management Fee on an annual basis
equal to the sum of (i) its allocable share of the Management Fee payable by Fund II to its General
Partner, provided that such amount will be calculated using a rate of 1.5%, and (ii) 0.375% of
investment contributions made by partners not designated as “affiliated partners” by the General
Partner, other than those relating to investments made alongside Fund II, that have not been
disposed of, completely written-off for U.S. federal income tax purposes or permanently written
down, as determined by the General Partner in good faith.

        As to each Fund, the Management Fee will be payable until all portfolio investments are
distributed or until NPG’s relationship with the Fund is terminated for other reasons (as described
in the Governing Documents). Investors participating in a closing after the initial closing bear the
Management Fee from the date of the initial closing. Installments of the Management Fee payable
for any period other than a full period are adjusted on pro rata basis according to the actual number
of days in such period. Where the Governing Documents calculate Management Fees based on the
amount of Commitments or the amount of investment contributions, the amount of Management
Fees generally will not be reduced based on reductions in investment value, except where specified

by the relevant Governing Documents. As a general matter, Management Fees will be payable
during term extensions unless otherwise agreed with investors.

        NPG will be permitted to receive and retain any break-up fees with respect to Fund II
transactions not completed that are paid to NPG, in each case net of certain expenses as set forth
in the Governing Documents; but not including, in any event, any amount received by NPG from
a portfolio company (i) as reimbursement for expenses directly related to such portfolio company,
(ii) as payment for services provided to any portfolio company in the ordinary course of such
portfolio company’s business or (iii) as compensation for services provided by NPG as an
employee of, or in a similar capacity for, such portfolio company (“Break-up Fees”). However,
100% of such amounts will be credited against the Management Fee otherwise payable to NPG by
the applicable Fund.

       With respect to Lake Street, all transaction, closing, investment banking, placement,
monitoring, consulting, directors, advisory or other similar fees (together, “Supplemental Fees”)
paid to NPG with respect to any Lake Street investment will also be credited against the
Management Fee otherwise payable by Lake Street to NPG. With respect to Fund II, NPG will be
permitted to receive and retain without offset against the Management Fee a portion of of any
Supplemental Fees paid to NPG with respect to any Fund II investment, as set forth in the
applicable Fund II Governing Documents.

        As a matter of practice, NPG may be paid fees of the type referred to in the preceding
paragraphs from, on behalf of or with respect to co-investors in an investment, as well as other
fees relating to the structuring and administration of co-investment arrangements. The receipt of
such fees will not reduce the Management Fee payable by any Fund(s) that have also invested in
such investment, and as a result a Fund will, in most cases, only benefit with respect to its allocable
portion on a fully diluted basis of any such fee and not the portion of any fee that relates to such
co-investors or potential co-investors, (which could include co-investment vehicles managed by
NPG, third parties, portfolio company management or employees and/or others), which have the
potential to be significant. Supplemental Fee offsets generally are performed on a net basis, after
giving effect to certain taxes and other expenses in connection with the receipt of such fees or the
provision of related services. Unless otherwise agreed with investors, Supplemental Fees generally
will be payable without further offset during term extensions, even if Management Fees are
reduced or eliminated during the extended term, thus reducing the amounts of Management Fees
actually offset. In certain circumstances, NPG expects that co-investors or other parties may
negotiate the right to share a portion of such fees from a particular investment, and the above-
described offset percentage will be applied after excluding any amounts paid to such persons. For
the avoidance of doubt, NPG also will not offset compensation received from outside sources, such
as residual employee board seats at entities that are no longer Fund portfolio companies.

        Additionally, NPG has used or retained, and in the future may use or retain, third party
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TYPES OF CLIENTS

        NPG provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to NPG’s related duties to and practice on behalf of its clients and/or
investors should be construed accordingly. The Funds generally may 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 generally may 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 from time to time include, directly or indirectly, the Principals or other employees of

NPG and its affiliates and members of their families, Third Party Consultants or other service
providers retained by NPG, as well as executives of portfolio companies.

       The relevant General Partner also generally is permitted from time to time to establish
Funds that are alternative investment vehicles in order to permit certain investors to participate in
one or more particular investment opportunities in a manner desirable for tax, regulatory or other
reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the
assets of these vehicles independent of limitations or other procedures set forth in the
organizational documents of such vehicles and the related Fund.

       Both Fund II and Lake Street interests are offered and sold solely to qualified investors that
are accredited investors, qualified clients and qualified purchases (or qualified knowledgeable
NPG personnel). Fund II generally has a minimum investment amount of $1 million for third-party
investors. NPG generally is permitted to waive such minimum investment amount.

    METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       NPG is a private investment firm focused on pursuing lower middle market buyout
investments, alone or together with co-investors and other partners, in growing businesses,
primarily in the Midwest region of the United States. NPG’s investment advisory services consist
of identifying and evaluating investment opportunities, negotiating investments, managing and
monitoring investments and achieving dispositions for investments. Investments are
predominantly of non-public companies although investments in public companies are permitted.

        NPG believes that the Midwest market is underserved by private equity and that an
opportunity exists to effect “buy-and-build” acquisition strategies in the region. NPG focuses on
providing companies with the capital necessary to execute on organic and acquisition expansion
opportunities as well as providing liquidity to existing owners. NPG generally seeks companies
headquartered, or with major operations, in the Midwest to be able to efficiently leverage its
network of relationships to assist and oversee the portfolio. Occasionally, the Funds may enter into
a transaction by acquiring debt or serving as a lender directly to a company.

       Lake Street was formed to invest (i) in certain existing portfolio companies held by
investment funds sponsored by NPG (including Fund II) and its affiliated investment adviser,
NPGIA (including either in connection with a sell-down by such NPG- or NPGIA-sponsored
investment fund of a portion of its interest in the portfolio company to Lake Street, or through an
investment of new capital by Lake Street in the portfolio company) and (ii) alongside such
investment funds in certain future portfolio company acquisitions.

       There can be no assurance that NPG will implement the investment strategy or achieve the
investment objectives of any Fund, and a loss of investment is possible.

Investment and Operating Strategy

      Deal Sourcing and Due Diligence. NPG markets its investment criteria to its deal source
network with frequent mailings, telephone calls, public relations, conference attendance and in-

person meetings. Once a potential investment is identified, NPG develops an investment thesis
and, through a detailed due diligence process, seeks to verify such thesis and investigate the major
business risks. As part of its diligence process, NPG completes a detailed analysis of an industry,
including contacting a target company’s customers and vendors, trade organizations, NPG’s
contact network and, in certain instances, industry consultants.

        Develop Restructuring and Operating Plan. Senior members of the professional and
operating staff of NPG and its affiliates generally develop a restructuring and operating plan prior
to the close of transactions focusing on the target’s strengths, weaknesses, competitive position,
industry trends and other relevant factors.

        Build Management Team. NPG may supplement or replace the management team at a new
portfolio company or advise the existing management team on ways to improve performance. NPG
and its affiliates routinely search for highly qualified senior managers and often identify qualified
candidates prior to making the next investment. In certain instances, operating professionals of
NPG or its affiliates may fill key management roles (including chief executive officer or chief
financial officer) on an interim basis immediately following closing until a professional
management team can be assembled.

        Maintain Active Involvement in Portfolio Companies. NPG aims to act decisively with
respect to newly acquired portfolio companies and typically makes significant changes to the
company within the first three to six months after acquisition. Thereafter, NPG stays actively
involved in the management of the portfolio companies by, among other things, requiring its
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