Olympus Advisors LLC

5. Fees and Compensation.

        Our officers, partners, employees or affiliates may wish to co-invest in a transaction in which
one of the Funds is making an investment. This is expected to create a conflict of interest between

the Fund and the relevant officer, partner, employee or affiliate. Pursuant to the LPAs, such
transactions must be on terms not more favorable than the terms available to the Fund and in most
cases must be approved by the particular Fund’s limited partner advisory board. In the event such a
co-investment is made, it must be sold at the same time as the sale by the Fund.

        Co-investors in one or more specific investments will not necessarily be required to share
in broken deal expenses, either with respect to a co-investment opportunity that is not consummated
or with respect to other potential investments that may be offered to the Funds. This includes co-
investors with whom Olympus has pre-existing relationships, as well as co-investors that have
participated in other completed transactions. Such co-investors participate in and benefit from the
general sourcing of transactions by the Funds and Olympus.
        As a general matter, Fund expenses typically will be allocated among all relevant Funds or
co-invest vehicles receiving the benefit of such expenses (in the relevant General Partner’s sole
discretion) and eligible to reimburse expenses of that kind. In all such cases, subject to applicable
law and legal, contractual or similar restrictions, expense allocation decisions generally will be
made by Olympus or its affiliates using their reasonable judgment, considering such factors as they
deem relevant, but in their sole discretion to be fair and equitable across these vehicles. The
allocations of such expenses are permitted to be made on a non-proportional basis, and any such
determinations involve inherent matters of discretion, e.g., in determining which Funds or co-invest
vehicles benefit (or the extent to which they actually or potentially could benefit) from the relevant
service relating to the expense, or whether to allocate pro rata based on number of Funds or co-
invest vehicles receiving related benefits or proportionately in accordance with Fund size (including
amount of remaining committed capital), asset size or fair value, number of investors, number of
investments, number of users, or in certain circumstances determining whether a particular expense
has greater benefit to a Fund or Olympus. The Funds generally are expected to have different
expense reimbursement terms, including with respect to management fee offsets, which are
expected in certain cases to result in the Funds bearing different levels of expenses with respect to
the same investment. As a result, it is possible that a Fund or co-invest vehicle will benefit (or
benefit disproportionately) from expenses borne in whole or in part by another Fund.
        The relevant General Partner also generally has authority under the Fund Governing
Documents to consent to (or reject) transfers requested by one or more limited partners, and reserves
the right to consent to certain transfers in advance, or to condition its consent on any number of
factors agreed with individual investors via side letter, including the condition that the transferor,
transferee or their affiliates invest (or invest above certain amounts) in future Funds. The relevant
General Partner also is permitted, but not obligated, to purchase Fund interests from limited partners
that desire to transfer their interests. The General Partner is subject to conflicts of interest in
purchasing such interests, as it generally possesses certain confidential information relating to the
Funds and their investments, not all of which is expected to be known by the transferring limited
partner, and the General Partner generally will not obtain a fairness opinion or third-party valuation
of such interests. The relevant General Partner similarly expects to use its discretion to select limited
partners from whom it will acquire Fund interests based on eligibility and other factors similar to
those employed in selecting co-investors, and will determine in its sole discretion whether it will
offer to purchase Fund interests from one or more limited partners. Although in many cases the
relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do
not do so, the costs typically will be borne by the relevant Fund.

         In connection with its services to the Funds and their investments, Olympus, its affiliates
and personnel expect to receive the benefit of certain tangible and intangible benefits. For example,
in the course of Olympus’ operations, including research, due diligence, investment monitoring,
operational improvements and investment activities, Olympus and its personnel expect to receive
and benefit from information, “know-how,” experience, analysis and data relating to Fund or
portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors
and other metrics (collectively, “Olympus Information”). In many cases, Olympus Information will
include tools, procedures and resources developed by Olympus to organize or systematize Olympus
Information for ongoing or future use. Although Olympus expects its Funds and their portfolio
companies generally to benefit from Olympus’ possession of Olympus Information, it is possible
that any benefits will be experienced solely by other or future Funds or portfolio companies (or by
Olympus and its personnel) and not by the Fund or portfolio company from which Olympus
Information was originally received or derived. Olympus Information will be the sole intellectual
property of Olympus and solely for the use of Olympus. Olympus reserves the right to use, share,
license, sell or monetize Olympus Information, without offsetting or otherwise reducing
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Item 7 - Types of Clients
          We provide investment advice to the Funds. Investors in the Funds include corporate
pension plans, public retirement systems, university endowment funds, and high net worth
individuals and often include, directly or indirectly, principals or other personnel of Olympus and
its affiliates and members of their families, Service Providers retained by Olympus or a Fund, as
well as executives of portfolio companies.
       The Funds generally have a specified minimum investment commitment, which generally
is $20 million. Such minimum has been waived, and is permitted to be waived in the future, by
Olympus in its sole discretion.