One Rock Capital Partners LLC

FEES AND COMPENSATION

        In general, ORCP receives a management fee and/or a carried interest in connection with
its advisory services. ORCP receives additional compensation in connection with management
and other services performed for portfolio companies of the ORCP Funds, and such additional
compensation will in certain cases (in accordance with the relevant ORCP Primary Fund’s
governing documents) offset, in whole or in part, the management fees otherwise payable to
ORCP. Limited Partners in the ORCP Funds also bear certain expenses.

      The actual fees and expenses applicable to each ORCP Fund are set forth in detail in the
Governing Documents. A brief summary of those fees and expenses is provided below.

       Advisory Fees and Compensation

        The fees relating to ORCP advisory services on behalf of each ORCP Fund generally are
as follows:

       •      “Management Fees” are payable by the ORCP Primary Funds to ORCP quarterly,
              in advance, at an annual rate of 2% of aggregate capital commitments of each
              ORCP Primary Fund and following the end of each ORCP Primary Fund’s
              investment period reduced to 1.85% of invested capital in portfolio investments that
              remain held by such ORCP Primary Fund, at a time prescribed in accordance with
              the applicable Governing Documents. It is generally expected that recapitalizations
              (including dividend recapitalizations), refinancings or other similar transactions, or
              other extraordinary dividends, will not be treated as a disposition of the applicable
              portfolio investment and, as a result, will not reduce invested capital for purposes
              of calculating Management Fees under the applicable Governing Documents.

       •      Upon disposition of portfolio investments, a performance allocation, or “carried
              interest,” will be generally allocable to the applicable General Partner by the ORCP
              Primary Funds and certain other ORCP Funds at a rate equal to 20% of the
              distributions allocable to a Limited Partner’s capital account (subject to certain
              return of capital and “preferred return” requirements with respect to a Limited
              Partner’s capital account). The carried interest is subject to a potential clawback at
              the end of the life of the applicable ORCP Fund if the applicable General Partner
              has received excess cumulative distributions.

       •      ORCP and its related persons are entitled to receive directors’ fees, consulting fees,
              investment fees, break-up fees, advisory fees, monitoring fees or other similar fees
              (“Other Fees”) from portfolio companies or their affiliated entities in connection
              with the purchase, monitoring or disposition of investments or from
              unconsummated transactions. Other Fees will generally offset (in whole or in part)
              the amount of Management Fees paid by the applicable ORCP Primary Fund, as
              set forth in the Governing Documents of such ORCP Primary Fund. However,
              Other Fees do not include: (i) amounts received by ORCP or its related persons
              from a portfolio company as reimbursement for out-of-pocket expenses directly
              related to such portfolio company; (ii) amounts received by i Operating Partners,
              any Operating Partner vehicle or nonexclusive external consultants (“External
              Consultants”) with executive experience and industry expertise; and (iii) amounts

               attributable to portfolio company management or other investors that have a
               preexisting relationship with the portfolio company. In addition, amounts paid to
               Operating Partners and External Consultants could be paid in cash, in securities (or
               rights thereto) of portfolio companies or investment vehicles or in the form of
               performance-related compensation or otherwise. Other Fees or other amounts
               described in this paragraph may be substantial. Please see Item 11 for additional
               information regarding potential conflicts of interest related to Other Fees, as well
               as to Operating Partners and External Consultants.

      The fees and carried interest described above will, as applicable, (i) be payable by Limited
Partners as drawdowns of unfunded capital commitments or from proceeds of the disposition of
investments and contributed directly by the ORCP Funds to ORCP or General Partner(s), pursuant
to the terms of the relevant Governing Documents or (ii) be deducted from an ORCP Fund’s
account. However, ORCP could elect to waive or reduce the carried interest and the fees described
above without notice to or the consent of any ORCP Fund or Limited Partners.

        The Governing Documents govern the terms of compensation and the manner in which
ORCP charges fees to each ORCP Fund. As noted above, Management Fees are typically paid
quarterly in advance. Carried interest is payable upon distribution of capital to Limited Partners.

Additional Expenses

        Each ORCP Fund will generally bear all expenses relating to its operation and activities,
as set forth in the applicable Governing Documents (the “Fund Expenses”). In addition to the
Management Fees, Fund Expenses generally include, but are not limited to, all out-of-pocket costs,
expenses and liabilities incurred in connection with: (i) the fees, costs and expenses relating to
evaluating, negotiating, monitoring, financing or disposing of portfolio investments,
unconsummated investments and temporary investments, including legal, accounting, audit,
consulting, appraisal, travel (including first-class airfare), meals, accommodation, entertainment,
...

TYPES OF CLIENTS

        ORCP currently provides investment advisory services to the ORCP Funds. ORCP expects
in the future to provide investment advisory services to other clients, including successors to the
ORCP Funds and other pooled investment vehicles, including co-investment vehicles.

        The minimum capital commitment for an investor in each ORCP Primary Fund is
$5,000,000, although the General Partner of the applicable ORCP Primary Fund may, in its sole
discretion, waive the minimum investment amount.

         Investors in the ORCP Funds must meet certain prescribed criteria, including being an
“accredited investor,” as defined in Rule 501(a) of Regulation D, promulgated pursuant to Section
4(2) of the Securities Act. Such minimum investment amounts and investor criteria are set forth
in the applicable Governing Documents.