Radial Equity Partners LP

ITEM 5          FEES AND COMPENSATION

        The Advisers receive a management fee (the “Management Fee”) and the General Partners
receive a carried interest in connection with advisory services provided to the Funds. Certain
investors in the Funds may not pay a Management Fee or carried interest or may pay reduced
amounts of a Management Fee or carried interest. The Advisers, General Partners or other Radial
entities or affiliates receive additional compensation in connection with management and other
services performed for portfolio companies of the Funds and such additional compensation offsets,
subject to certain exceptions, in whole or in part the Management Fees otherwise payable to the

applicable Adviser. The specific management fees payable by a Fund or its investors are generally
negotiated at the time the Fund is formed or such investor is accepted into the Fund. Except where
the governing agreements expressly provide to the contrary, management fees will not be reduced
(in whole or in part) in the case of partial distributions or partial sales of investments. Investors in
each Fund also bear certain fund expenses with respect to such Fund, as set forth in the applicable
Governing Documents.

Management Fees

         The Management Fee generally is treated as a Fund expense and can be paid out of the
current income and disposition proceeds of a Fund and, in the General Partner’s sole discretion,
from drawdowns that will reduce unfunded capital commitments made by such Fund’s investors
(collectively, “Commitments”). Generally, investors in the Funds are assessed the Management
Fee on an annual basis, payable quarterly in advance to the relevant Adviser or its designated
affiliate. As permitted under the applicable Governing Document(s), Radial has reduced or waived
and may in the future reduce or waive the Management Fee with respect to an investor in its sole
discretion.

       Fund I

        Generally, investors in Fund I pay a Management Fee equal to: 2% of aggregate
Commitments until the end of the Fund’s commitment period; and, thereafter, 2% of the adjusted
cost (“Adjusted Cost”) of all unrealized investments after the end of the Fund’s commitment
period. The Adjusted Cost of an investment means (a) in the case of an investment that has not
been the subject of a permanent write-down, the total capital contributions of all partners (i.e., all
limited partners and the General Partner) relating thereto, and (b) in the case of an investment that
has been the subject of one or more permanent write-downs, its fair value as of the date of the most
recent write-down, but no more than cost. Monitoring fees, transaction fees, and break-up fees (in
each case net of fees) earned by Radial with respect to Fund I portfolio company investments (such
fees, “supplemental fees”) are subject to a Management Fee offset, as further described in the
applicable Limited Partnership Agreement. Generally, the Management Fee will be offset by 80%
of the Fund’s allocable share of any supplemental fees in excess of $500,000 per portfolio company
per calendar year.

        The remaining 20% of such supplemental fees described in the preceding paragraph, if
applicable, will not be credited as an offset against the Management Fee. To the extent that such
an offset credit would reduce the Management Fee for a given period below zero, the credit will
be carried forward for future application against payable Management Fees, and if a credit remains,
a payment will be made crediting limited partners. As a matter of practice, from time to time the
Management Company is paid supplemental fees on behalf of or with respect to co-investors in an
investment. The receipt of such fees will not reduce the Management Fee payable by any Fund(s)
that have also invested in such investment. In addition, any fees relating to capital invested by co-
investors will not reduce the Management Fee payable by any other limited partner. Although
supplemental fees will typically offset Management Fees to the extent described above, certain
supplemental fees, such as transaction fees and monitoring fees as well as fees paid to service
providers are from time to time capitalized into the purchase price of a portfolio investment and
included in the cost basis of such portfolio investment. While all or a portion of such capitalized
supplemental fees earned by Radial or its affiliates could initially be offset against Management

Fees paid by a Fund, such fees are not subject to an additional offset in the event that Management
Fees are calculated based on invested capital, and in such circumstances, the applicable Fund will
bear Management Fees on such supplemental fees that have been capitalized into the purchase
price of the portfolio investment.

       Management Fee Waiver and Calculation

         For certain Funds, Radial reserves the right to waive all or a portion of any future
installment of the Management Fee. Certain waived portions of the Management Fee are treated
by the Limited Partnership Agreement as a deemed capital contribution by the relevant General
Partner or Adviser, which is effectively invested in the relevant Fund on such General Partner’s or
Adviser’s behalf, and operates to reduce the amount of capital such General Partner or Adviser
would otherwise be required to contribute to a Fund. The limited partners of a Fund have made
and may be required to make a pro rata contribution according to their respective Commitments to
fund any contribution that would otherwise be required of Radial in connection with any such
waiver or reduction as described above and, as a result, the exercise of such waiver in certain cases
can result in an acceleration (or delay) of investor capital contributions. Waived or reduced
Management Fees generally are not subject to the Management Fee offsets described above, and
the amount of such waived or reduced Management Fees may be significant. Due to waived or
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ITEM 7         TYPES OF CLIENTS

         Radial provides investment advice to the Funds, which include investment partnerships or
other investment entities formed under U.S. domestic or non-U.S. laws and operated as exempt
investment pools under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). The investors participating in the Funds may include individuals, banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family
offices, pension and profit-sharing plans, trusts, estates, charitable organizations or other
corporations or business entities and include, directly or indirectly, principals or other employees
of Radial and Irving Place Capital and their affiliates and members of their families, as well as
Senior Advisors or other service providers or other relationships retained by Radial. Radial does
not provide investment advice directly to investors in the Funds on an individual basis.

        Fund interests are offered and sold generally to investors that are (a) “accredited investors”
as defined under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”),
(b) “qualified clients” as defined under the Advisers Act or other “knowledgeable employees” of
the Advisers, and (c) “qualified purchasers” as defined in Section 2(a)(51)(A) of the Investment
Company Act.

       Generally, each Fund requires a minimum Commitment of $5 million, but such amount
has been, and in the future will be, reduced with the prior agreement of an Adviser, subject to
applicable legal requirements.