O2 Investment Partners LP

FEES AND COMPENSATION

       In general, the General Partners receive a management fee and a carried interest in
connection with the provision of advisory services. The General Partners, the Management
Company or other O2 entities or affiliates receive additional compensation in connection with
management and other services performed for portfolio companies of the Funds and, to the extent
provided in the relevant Governing Documents, such additional compensation will offset in whole
or in part the Management Fees (as defined below) otherwise payable to the relevant General
Partners in accordance with the relevant Governing Documents. In addition, in certain
circumstances, the Management Company 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

       The General Partners of the Oxygen Fund, Fund III, Fund IV, Fund IV-C and Fund V
reserve the right, on an annual basis until the final distribution of the applicable Fund’s assets, to
draw up to 2% of Commitments (defined below) to fund the working capital requirements of the
relevant investment manager. The SPVs do not pay a Management Fee.

        The Institutional Funds pay the applicable General Partners, quarterly in advance, a
management fee (the “Management Fee”) equal to 2.0% per annum of aggregate non-affiliated
limited partners’ percentage of investor capital commitments (“Commitments”). Investors
participating in a closing after the date on which the General Partner first started seeking
investments for the Institutional Fund (the “Effective Date”) bear the Management Fee from the
Effective Date, as if such investor was admitted for its full Commitment on such Effective Date.
In addition, such investors are charged an amount equal to the product of (i) the prime rate plus
2% per annum multiplied by (ii) the amount of such assessed Management Fees, calculated from
the date such Management Fees would have been due if such investors were admitted to the Fund
for their full Commitment on the Effective Date. Upon a date specified in the Governing

Documents (generally representing the earlier of a Fund’s defined investment period and the date
a General Partner (or an affiliate thereof) first begins receiving or accruing management fees from
another fund meeting certain criteria) (the “Stepdown Date”), the Management Fee will equal
2.0% per annum of the non-affiliated limited partners’ percentage of the aggregate amount of
capital invested (including, where applicable, a Fund borrowing component (including interest
expenses) and the amount of any capitalized Supplemental Fees (as defined below) or costs of the
Operations Group) by the relevant Institutional Fund relating to the Institutional Fund’s aggregate
investment(s) in its portfolio investments that have not been disposed of or completely written off
for U.S. federal income tax purposes (such investments, “Impaired Value Investments”). Due to
the differences in criteria set forth in their respective Governing Documents, in the event where
more than one Fund participates in an investment, there is the possibility that an investment will
become an Impaired Value Investment for purposes of one Fund’s Governing Documents, but not
those of one or more other Funds. The Management Fee will be payable until all proceeds from
portfolio investments are distributed or until the relevant General Partner’s relationship with the
relevant Institutional Fund is terminated for other reasons (as described in the Governing
Documents). Installments of the Management Fee payable for any period other than a full quarterly
period are adjusted on pro rata basis according to the actual number of days in such period.

         As is generally the case in private equity funds, the Governing Documents of the
Institutional Funds provide that an Institutional Fund’s Management Fees will be calculated and
charged on a basis that generally is not tied to such Fund’s then-current net asset value. As further
specified in the Governing Documents, from the effective date of the relevant Institutional Fund
until the Stepdown Date, Management Fees generally will be charged based on a formula tied to
the amount of the relevant Institutional Fund’s aggregate Commitments. However, after the
Stepdown Date, Management Fees generally will be charged and calculated based on a formula
tied to the amount of investment contributions (including, where applicable, a Fund borrowing
component and the amount of any capitalized Supplemental Fees (as defined below) or expenses)
made by the relevant Fund relating to investments not meeting the relevant Impaired Value
Investment standard under the Governing Documents.

        Under the Institutional Funds’ Governing Documents, where the fair market value of an
investment exceeds the total amount of investment contributions relating to such investment, post-
Stepdown Date Management Fees will not be calculated based upon such appreciated value, and
will instead continue to be calculated based on the amount of applicable investment contributions.
However, the Institutional Funds’ Governing Documents do not require Management Fees to be
reduced or refunded following the occurrence of a writedown, decrease (including a significant
decrease) in fair value or other event not constituting a complete realization, such as a partial sale
or disposition, reorganization, recapitalization (including recapitalizations involving dividends),
roll-over investment in connection with a sale or dividend distribution, except in the case of
investments meeting the relevant Impaired Value Investment standard under the Governing
Documents. For the avoidance of doubt, following the Stepdown Date, if the fair market value of
an Impaired Value Investment is less than the total amount of investment contributions relating to
...

TYPES OF CLIENTS

        The Advisers provide investment advice solely to their Fund clients, and references
throughout this Brochure to “clients” and to the Advisers’ related duties to and practices on behalf
of their clients and/or investors should be construed accordingly. The Funds generally include
investment partnerships or other investment entities formed under domestic or foreign laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended,
and the rules and regulations promulgated thereunder (the “Investment Company Act”). The
investors participating in the Funds generally 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 often include, directly or indirectly, principals or other personnel of the Advisers and
their affiliates and members of their families, Operations Group members or other Service
Providers retained by O2 or a Fund, as well as executives of portfolio companies.

        The relevant General Partner also generally is permitted 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 Governing Documents of the related Fund.

        The Oxygen Fund and Fund III have a minimum investment of $2 million for third-party
investors. Fund IV, Fund IV-C and Fund V have a minimum investment of $3 million for third-
party investors. The Fund III, Fund IV and Fund V Institutional Funds have a minimum investment
of $10 million for third-party investors. The relevant General Partner generally is permitted to
waive such minimum investment amount. Investors must be (i) “accredited investors” as defined
under Regulation D of the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder and, in certain cases, (ii) either “qualified purchasers” or “knowledgeable
employees” as defined under the Investment Company Act.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       O2 is a private investment firm focused on leveraged buyouts, equity, debt and other
investments in companies believed to benefit from O2’s in-house operating professionals and

experience. The Advisers’ investment advisory services consist of identifying and evaluating
investment opportunities, negotiating investments, managing and monitoring investments and
achieving dispositions for investments. Investments are predominantly in non-public companies
although investments in public companies are permitted.

        The Advisers’ investment strategy for the Funds focuses on investing in growth-oriented,
entrepreneurial, privately held small businesses located in North America. While the Advisers do
not intend to employ an industry-specific strategy, the team anticipates that the Funds will focus
on those industries in which it believes there is a significant concentration of high-quality target
companies. In selecting opportunities, O2 will target companies that it believes are capable of
creating value for its Funds.

       The Advisers’ investment strategy consists of the following phases: (i) sourcing proprietary
opportunities, including through outbound marketing efforts; (ii) identifying value investment
opportunities; (iii) performing formulaic, efficient due diligence processes to new platform
investment opportunities; (iv) maintaining close alignment with portfolio companies’ management
teams; (v) employing strategic initiatives and value creation techniques to build the financial and
operating performance of portfolio companies; and (vi) pursuing methodical and efficient
execution of exits for portfolio companies.

       There can be no assurance that the Advisers will achieve the investment objectives of any
Fund and a loss of investment is possible.

Investment and Operating Strategy

        Source Investments through Formalized, Outbound Marketing Efforts. O2 has formalized
outbound marketing efforts to aim to ensure the O2 platform is top of mind for intermediaries who
are marketing businesses that fit the profile of the O2 investment strategy. The team leverages both
internal and third-party marketing efforts to disseminate the latest news and updates from O2’s
team, portfolio, and investment thesis. As a result of these annual outbound efforts, O2 maintains
an extensive network of relationships with off-the-run intermediaries, and O2 intends to continue
to foster these relationships and encourage these intermediaries to bring opportunities to the Fund’s
attention in advance of formal sale processes.

        Identify Value Investment Opportunities. O2 believes that its proactive approach to
sourcing and the significant amount of inbound deal flow it generates is differentiated within the
lower middle market private equity landscape. O2 believes that this formulaic, disciplined
approach offers the Funds—and ultimately its investors—a distinct advantage insofar as
identifying off-the-run, value investment opportunities via sale processes that lack the competition
and efficiency of traditional investment banking channels.

        Perform Formulaic, Efficient Due Diligence Processes to New Platform Investment
Opportunities. The General Partners intend to apply a formulaic, efficient due diligence process to
new platform investment opportunities. O2 has access to a broad range of internal and external
resources, which are expected to allow it to conduct thorough investigations of potential
...