Resilience Management LLC

FEES AND COMPENSATION

        In general, the General Partners receive carried interest (i.e., a performance-based
partnership allocation) and Resilience Management receives Management Fees (as defined below)
from the Resilience Funds in connection with advisory services. The General Partners or other
Resilience entities or affiliates generally receive additional compensation in connection with
management and other services performed for portfolio companies of the Resilience Funds and
such additional compensation will offset in whole or in part the Management Fees otherwise
payable to Resilience Management in accordance with the relevant Governing Documents.
Limited Partners also bear certain Resilience Fund expenses. In addition, the General Partners or
other Resilience entities generally receive compensation for management and other services
performed in connection with co-investment vehicles. Fees and compensation from co-investment
vehicles generally will not reduce the Management Fees payable by any Resilience Fund.
Similarly, in certain circumstances, Resilience Management expects that co-investors or other
parties will negotiate the right to share a portion of such fees from a particular investment, and any
below-described offset percentage will be applied after excluding any amounts paid to such
persons.

Management Fees

       The Resilience II Fund

        The Resilience II Fund pays Resilience Management, semi-annually in advance, a
management fee (the “Management Fee”) equal to 2% per annum of the Resilience II Fund’s
aggregate cost basis of the invested assets of the Limited Partners, as of the 15th day before the
payment is due. Although the Governing Documents call for the Management Fee to be paid in
advance on a semi-annual basis, historically RCP II has not required or made, and RCP II has
represented to the Resilience II Fund’s investors that it will not in the future require or make, a
capital call request for Management Fees six months or more in advance. RCP II will not bear or
pay any Management Fee.

       The Management Fee will be payable until all of the Resilience II Fund’s portfolio
companies are otherwise divested or until RCP II’s relationship with the Resilience II 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 semi-annual period are adjusted on a pro
rata basis according to the actual number of days in such period.

         In addition, the Management Fee is offset by 50% of the Resilience II Fund’s share of any
transaction, monitoring, advisory, investment banking, directors’, break-up and other similar fees
(“Supplemental Fees”) that are paid to Resilience Management by a portfolio company,
prospective portfolio company or other third party in connection with acquisitions, holdings and
exits by the Resilience II Fund. As a result of the offset provision, a Management Fee capital call
has not been made since July 2008 and there is not expected to be another Management Fee capital
call for the remainder of the Resilience II Fund’s existence. Additionally, as further described
below, certain operating partners who provide services to (or with respect to) certain portfolio
companies in which the Resilience II Fund invests generally receive compensation, and such
compensation generally will not result in additional offsets to the Management Fee. The
Management Fee will be further reduced in the circumstances and by the amounts described in the
Governing Documents. In the event there is an offset “credit” at the time of winding up the
Resilience II Fund, any such credit would be paid by Resilience Management to the Resilience II
Fund Limited Partners on a pro rata basis following such wind-up, unless a Resilience II Fund
Limited Partner has elected to waive such amount (e.g., where an adverse tax consequence may
result), with such amount waived by a Resilience II Fund Limited Partner retained by Resilience
Management.

       Any Resilience Co-Investment Funds formed in connection with The Resilience II Fund
do not pay a Management Fee.

       The Resilience IIA Fund

        The Resilience IIA Fund pays Resilience Management, in advance and no more frequently
than semi-annually, a Management Fee equal to 2% per annum of the Resilience IIA Fund’s
aggregate cost basis of the invested assets of the Limited Partners as of the due date of the
Management Fee. Although the Governing Documents call for the Management Fee to be paid in
advance on a semi-annual basis, historically RCP IIA has not required or made, and RCP IIA has
represented to the Resilience IIA Fund’s investors that it will not in the future require or make, a
capital call request for Management Fees six months or more in advance. RCP IIA will not bear
or pay any Management Fee.

        The Management Fee will be payable until the final distribution of the Resilience IIA
Fund’s assets upon dissolution, liquidation and winding up of the Resilience IIA Fund by RCP IIA
(as described in the Governing Documents). Installments of the Management Fee payable for any
period other than a full semi-annual period are adjusted on a pro rata basis according to the actual
number of days in such period.

        In addition, the Management Fee is offset by 50% of the Resilience IIA Fund’s share of
any Supplemental Fees that are paid to Resilience Management by a portfolio company,
prospective portfolio company or other third party in connection with acquisitions, holdings and
exits by the Resilience IIA Fund. As a result of this offset provision, a Management Fee capital
call has not been made since January 2010 and there is not expected to be another Management
Fee capital call for the remainder of the Resilience IIA Fund’s existence. Additionally, as further
described below, certain operating partners who provide services to (or with respect to) certain
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TYPES OF CLIENTS

         Resilience provides investment advice to the Resilience Funds, each of which is a private
investment fund formed under domestic laws and operated as an exempt investment pool under
the Investment Company Act of 1940, as amended. The Limited Partners participating in the
Resilience 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
generally include, directly or indirectly, principals or other employees of Resilience and its
affiliates and members of their families, operating partners or other service providers retained by
resilience.

       The Resilience Funds from time to time include alternative investment vehicles established
from time to time in order to permit one or more 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 related Resilience Fund.

       The Resilience Funds generally have minimum investment amounts for third-party
investors, and the respective partnership interests are offered and sold solely to accredited investors
who are also qualified clients and/or qualified purchasers (or qualified knowledgeable Resilience
III Fund personnel). Any such minimum investment amount is permitted to be waived by the
relevant General Partner.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        The Resilience Funds will seek to realize long-term capital appreciation primarily through
the purchase of a broad and varied portfolio of controlling and, on occasion, minority, private
equity investments in companies that are anticipated to have annual revenues between $25 million
and $250 million. The Resilience Funds’ focus is investing in lower-middle-market
underperforming and turnaround situations, but may invest opportunistically in other types of
situations. The Resilience Funds intend to be flexible in terms of the ultimate form of transaction
and context in which it is consummated. The Resilience Funds will acquire companies or assets
in a variety of special situations, including bankruptcy proceedings, secured party sales and
corporate divestitures, as well as traditional private party transactions. Additionally, the Resilience
Funds may purchase a variety of securities to achieve its objective of making control equity
investments, including purchasing debt or other debt-oriented securities. The Resilience Funds
may invest up to 10% of aggregate Limited Partner capital commitments (“Commitments”) in
public debt securities. The Resilience Funds will finance their acquisitions using leverage and, on
occasion, may use the Resilience Funds to bridge the leverage.

Investment and Operating Strategy

         Investment Criteria. Resilience, on behalf of the Resilience Funds, intends to make control
equity investments in lower middle market companies with revenues between $25 and $250
million. On occasion, minority investments are made. Resilience intends to target companies that
have a solid core business, but are underperforming or distressed due to one or more of the
following: (i) structural or cyclical industry downturn; (ii) excessive liabilities and lack of access
to capital; (iii) status as a non-core subsidiary or division of a larger corporation; (iv) status as an
“orphan” micro-cap public company; (v) insufficient management focus and resources; and
(vi) fatigued lender relationships.

        Resilience may acquire companies pursuant to federal and state statutes, including through
a bankruptcy auction under Section 363 of the U.S. Bankruptcy Code or through a secured party
sale under Article 9 of the Uniform Commercial Code (“UCC”). The Resilience Funds seek to
identify and invest in companies with: (i) sustainable competitive advantage in a defensible market
niche; (ii) a strong management team either in place or identified; (iii) a clear path to an economic
turnaround; and/or (iv) compelling benefits to be derived from being decoupled from a parent
company.

       Industry and Geographic Focus. As a special situation investor, Resilience does not focus
on a particular set of industries, but rather on the situational criteria detailed herein. Resilience
has invested in industry sectors where it has unique resources, bringing specific industry

experience and relationships to every transaction. Resilience seeks to leverage this experience and
these relationships with its investment decisions. This has the potential to result in not only a
unique perspective brought to each portfolio company, but also a greater potential for diverse set
of industries across each Resilience Fund’s portfolio.

        The industry composition of a Resilience Fund’s portfolio will depend on, among other
considerations, the evolution of the market conditions in the respective sectors. Resilience, on
behalf of the Resilience Funds, will continue to invest in industries that present the most attractive
risk/reward opportunities and where Resilience can add substantial value to portfolio companies
through its experience and professional relationship network.

       The Resilience Funds will continue to invest in companies headquartered in North
America, although some of these companies may have multi-national or global operations.
However, a Resilience Fund may invest opportunistically in other geographic locations, in
accordance with its overall investment strategy.

         Deal Sourcing Capabilities. Resilience believes that, in the restructuring and turnaround
...