Road Capital Management LP

Item 5. Fees and Compensation

The Adviser receives Management Fees and Performance Distributions (each as defined below)
from the Funds. Additionally, consistent with each Fund’s Organizational Documents, the Funds
bear certain out-of-pocket expenses incurred by the Adviser in connection with the services
provided to the Funds and/or their portfolio companies. Further details about such fees and
expenses are set forth below.

Management Fees

As compensation for investment supervisory services rendered to a Fund, the Adviser receives an
advisory fee (a “Management Fee”). The Management Fee is calculated based on each investor’s
capital account balance.

Depending on each Fund’s Organizational Documents, Management Fees may be paid quarterly
in advance or monthly in arrears.

The precise amount of, and the manner and calculation of, the Management Fees for each Fund
are set forth in a Fund’s Organizational Documents, which are received by each investor prior to
investment in a Fund. The fee structures described may be modified from time to time.

The Adviser, in its sole discretion, may waive or reduce the Management Fees of investors in the
Funds that are employees of the Adviser or its personnel (including any related entity established
by any of the foregoing, such as trusts, charitable programs, endowments or related programs,

family investment vehicles and other estate planning vehicles) (collectively, “Adviser
Investors”). Adviser Investors pay for their pro rata share of certain Fund expenses.

Expenses

Fund Expenses

The Funds shall bear all expenses incident to the organization of the Funds and the general partner
of each Fund.

In addition, the Fund shall also bear all costs incurred in connection with operation of the Funds’
business, including, but not limited to, Management Fees payable to the Adviser; indemnification
expenses; commissions; clearing fees; fees, interest and other costs on margin accounts or other
financings or re-financings; any taxes, duties or other governmental charges payable in any
jurisdiction in connection with the operation of the Funds; accounting and legal fees and
disbursements (including legal fees related to the acquisition, protection and distribution of the
Fund’s investments, counterparty negotiation and documentation following commencement of
trading operations and the costs of prosecuting and defending legal actions); accounting, audit and
tax preparation expenses; third party administrator fees; investment-related expenses, including
research, subscriptions, quotation services and data feeds; borrowing charges on securities sold
short; custodial fees; bank service fees; third party valuation and servicing agents; brokerage and
finder fees and expenses, including (without limitation) those incurred in connection with
transactions directed to broker-dealers in part in recognition of investment research and
information furnished or expenses for services rendered by broker-dealers in the execution of such
orders and the use of such research and other services provided by such broker-dealers; expenses
incurred in connection with the retention of third party consultants and advisors; investment-
related travel and entertainment expenses; expenses in connection with proposed investments
(including investments that fail to close); expenses related to reporting to and communicating with
investors; liability insurance premiums with respect to the Adviser; expenses related to the
registered offices of the Funds; all expenses of winding up and dissolving the Funds; all expenses
incurred in connection with any tax audit, settlement or review of the Funds or their investment
vehicles; all expenses incurred in connection with any restructuring or amendments to the
constituent documents of the Funds and their related entities; and any other expenses related to the
purchase, sale, holding or transmittal of assets or liabilities or the business or affairs of the Funds.

Co-Investment Vehicle Expenses

In certain cases, a co-investment vehicle, or other similar vehicle established to facilitate the
investment by investors to invest alongside a Fund may be formed in connection with the
consummation of a transaction. In the event a co-investment vehicle is created, the investors in
such co-investment vehicle typically bear all expenses related to its organization and formation
and other expenses incurred solely for the benefit of the co-investment vehicle.

Allocation of Expenses

From time to time the Adviser is required to decide whether certain fees, costs and expenses should
be borne by the Funds, on the one hand, or the Adviser on the other hand, and/or whether certain

fees, costs and expenses should be allocated between the Funds and other parties. Certain expenses
may be the obligation of the Funds and may be borne by the Funds or, expenses may be allocated
among the Funds and other entities. In exercising its discretion to allocate fees and expenses, the
Adviser may be faced with a variety of potential conflicts of interest. Such allocation
determinations are inherently subjective and give rise to conflicts of interest due to the inherent
biases in the process.

The appropriate allocation between the Funds, Adviser Investors and third-parties of dead deal
costs are determined by the Adviser and its affiliates in their good faith discretion consistent with
the Organizational Documents of each Fund, as applicable.

With respect to allocating other expenses among Fund(s), co-investment vehicles, Adviser
Investors and/or third-parties, as appropriate, to the extent not addressed in the Organizational
Documents of a Fund, the Adviser makes any such allocation determination in a fair and reasonable
manner using its good faith judgment, notwithstanding its interest (if any) in the allocation. The
Adviser will make any corrective allocations and take any mitigating steps if it determines such
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Item 7. Types of Clients

The Adviser currently provides investment supervisory services to one or more Funds as described
in Item 4. Investment advice is provided directly to the Funds (subject to the direction and control
of the general partners of the Funds) and not individually to investors in the Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as
defined in the 1940 Act, and may include, among others, high net worth individuals, banks, thrift
institutions, pension and profit-sharing plans, trusts, estates, charitable organizations, university
endowments, corporations, limited partnerships and limited liability companies or other entities.

In some cases, the Funds may accept “accredited investors” who do not meet the definition of
“qualified purchasers” including knowledgeable employees and other individuals.

The Adviser does not currently have a minimum total size for the Funds, but minimum investment
commitments may be established for investors in the Funds. The general partner of each Fund may
in its sole discretion permit investments below the minimum amounts set forth in the
Organizational Documents of such Fund.