Pamlico Capital Management LP

Item 5. Fees and Compensation

For the Funds that pay management fees, they do so on a quarterly basis in advance. Management
fees are generally calculated separately in respect of each limited partner in each Fund. Clients
and investors should review the Fund partnership agreements for full details as to how
management fees are calculated, but generally, the management fee payable with respect to each
limited partner in each of our Funds is:

   •   During the “investment period” for the applicable Pamlico Fund, a percentage of the
       limited partner’s capital commitment to the Fund, and
   •   Thereafter, a percentage of the limited partner’s outstanding invested capital in the Fund,
       which in some cases will be adjusted for events such as dividends, recapitalizations, write-
       downs (whether temporary or permanent), in each case as determined by the General
       Partner in its discretion.

The management fee percentage varies from one Fund to the next, or at different times over the
term of a Fund, but is generally 2.0% per annum or less. Management fees paid by the Pamlico
Funds are offset by, as applicable and subject to a Fund’s governing documents: (i) the amount of
fees paid by a Fund to entities or persons acting as a placement agent in connection with the offer
and sale of interests in such Fund; (ii) costs incurred by Pamlico Capital in connection with the
organization of a Fund that exceed a limit as specified in such Fund’s governing documents; and
(iii) a portion of certain fees paid to Pamlico Capital with respect to investments made or proposed
to be made by the relevant Fund, if applicable.

All management fees were negotiated with investors during the fundraising period of the
applicable Fund and are not intended to be subject to negotiation thereafter. Investors participating
in a subsequent closing after the initial closing of a Fund are responsible for paying the
management fee as of the date of the initial closing of such Fund, plus interest, as applicable.
Where management fees are charged in advance based on invested capital, Fund governing
documents generally do not provide for the reimbursement or refund of management fees in the
event of realizations, dispositions, or write-downs or write-offs occurring mid–calculation period.
In addition, management fees are payable during term extensions unless otherwise agreed with or
notified to investors.

The General Partners are permitted, in their sole discretion, to reduce, defer, or waive all or a
portion of the management fee. Management fees can differ from one Fund to another as well as
among investors in the same Fund. Such differences can arise from the size or type of an investor’s
commitment to a Fund, provisions of side letter agreements, or other negotiated terms.
Management fees are waived for the General Partner, although such General Partner generally
pays its pro rata share of certain Fund expenses. Management fees are also waived for investors
participating in an Executive Fund, who similarly pay their pro rata share of certain Fund expenses.

We bill each Fund for the management fees it owes quarterly in advance, and we cause each Fund
to pay these fees by issuing capital calls to the Fund’s investors or by using cash otherwise
available to the Fund, usually from investment realizations/distributions or from credit facilities
maintained by the Fund. The only circumstance under which we would return prepaid management
fees to a Fund is upon the removal of the Fund’s General Partner and the termination of our
engagement as investment adviser, in which case we would return the unearned portion of the
quarterly prepaid management fee to the Fund.

Each Fund’s General Partner is entitled to receive payment of performance-based fees, or “carried
interest,” as discussed further in Item 6.

Pamlico will pay all of its own ordinary overhead and administrative costs and expenses, including
salaries, benefits and other compensation costs, if any, of its partners and employees (excluding
salaries, benefits and other compensation costs of any member of the Pamlico Operations Group).
Pamlico will also pay any retainer fees or similar base compensation paid to members of the
Advisory Board and other operating professionals (other than members of the Pamlico Operations
Group) who are retained on an advisory basis for the Firm. Pamlico also bears the cost of firm-
related compliance matters such as retaining consultants and/or bearing fees related to
cybersecurity, regulatory exams and corresponding conferences that expand the general
knowledge of our employees.

Each Pamlico Fund, consistent with its governing documents, pays or reimburses the Fund’s
General Partner or its affiliates for all ordinary and extraordinary expenses, liabilities and
obligations directly or indirectly arising out of, relating to or attributable to the Fund’s (and/or its
direct or indirect subsidiaries’ or other holding companies’) activities, business, portfolio
companies or actual or potential investments (to the extent not borne or reimbursed by a portfolio
company or potential portfolio company), including all fees, costs, expenses, liabilities and
obligations relating or attributable to: (i) management fees; (ii) out-of-pocket expenses incurred in
connection with the organizing, structuring, sourcing, developing, investigating, evaluating,
negotiating, financing, refinancing, acquiring, bidding on, managing, monitoring, operating,
holding, restructuring, trading, taking public or private, valuing, winding up, liquidating, selling
or otherwise disposing of, as applicable, the Fund’s portfolio companies and the Fund’s actual and
potential investments (whether or not consummated), including travel (including airfare, ride
sharing transportation services, and other modes of transportation, lodging and meals), software,
expenses of Advisory Board members, members of the Pamlico Operations Group and other
...

Item 7. Types of Clients

As stated previously, we currently provide investment advisory services to private investment
funds. We provide investment advice directly to the Pamlico Funds, and not individually to
investors in the Funds. Interests in the Pamlico Funds are offered privately to institutional or
otherwise highly sophisticated investors pursuant to applicable exemptions from registration under
federal securities laws.

Although we do not impose minimum dollar values for client accounts, minimum investment
commitments (waivable by a Fund’s General Partner) may be established for limited partners in
Pamlico Funds. We will generally pursue all appropriate investment opportunities through the
Fund vehicles (including any alternative investment vehicle, parallel vehicle or special purpose
vehicle with respect to a Fund). Pamlico typically creates one or more executive co-investment
funds through which executives and other persons with whom Pamlico has or desires to have
strategic relationships are permitted to co-invest with a Fund in its portfolio companies on a pro
rata basis, subject to certain limitations as provided in a Fund’s governing documents.