Ronin Equity Partners LLC

FEES AND COMPENSATION

Fund Fees. The fees to be paid to Ronin (and/or its affiliates) by each Fund are separately negotiated with
each Fund entity, but generally include a performance-based distribution, or “carried interest,” generally
equal to a portion of the distributions made to the investors in the Fund, after the investors have received a
return of their invested capital and allocable expenses, plus any agreed upon preferred return, as described
in “Performance-Based Fees and Side-by-Side Management” below. However, the specific compensation
payable to Ronin with respect to a particular Fund is separately negotiated and tailored with respect to the
underlying investment opportunity, and may vary significantly between Funds. The calculation, timing and
amount such carried interest, as well as any adjustments to be made to such amounts, is agreed upon by the
Fund and Ronin, and set out in the Fund’s governing documents.

Management fees are not paid by any Fund. Rather, Ronin charges management fees to the Operating
Companies instead of the Funds

Investors and prospective investors should carefully review the organizational and subscription
documents of the applicable Fund for further information about the fees charged to investors.
Such documents are available only to prospective investors who are eligible to invest in such Fund,
as determined in the sole discretion of Ronin.

Transaction and Other Fees and Compensation. In connection with the investments made by the Funds,
various transaction and other fees may be paid to Ronin or one or more of its affiliates by the Operating
Companies in which the Funds invest, or by other third parties. Such fees include consulting or monitoring
fees, investment banking fees, breakup fees, directors’ fees, closing fees, transaction fees and similar fees.

In particular, Ronin receives consulting fees from the Operating Companies in which the Funds invest in
relation to management consulting services provided by Ronin and its personnel to the Operating
Companies and their management personnel. The receipt of fees and other compensation by Ronin and its
affiliates in connection with investments made by Ronin’s clients creates a potential conflict of interest, as
it could be seen as providing an incentive for Ronin to cause its clients to make investments they would not
otherwise make, or for structuring investments for the purpose of helping Ronin and/or its affiliates obtain
fee compensation at the expense of the deal terms and/or investment returns accorded to Ronin’s clients.
The terms governing the payment of any such fees to Ronin or its affiliates, including any applicable caps,
fee offsets or other limitations or conditions on such payments, may vary and are subject to the terms agreed
with the investors in a particular Fund, as described in the governing documents and subscription materials
for the Fund.

Other Expenses. Each Fund incurs other expenses in connection with Ronin’s advisory services and bears
legal, organizational and offering expenses in connection with its formation and initial closing and the
acquisition of its investments, which are borne indirectly by its investors. The expenses borne by each Fund
are subject to the terms and conditions of the applicable Fund’s governing and subscription documents, and
include (but are not necessarily limited to): (i) fees, costs and expenses related to or arising from (A) the
sourcing, investigation, development, acquisition or consummation, ownership, maintenance, monitoring,
hedging or disposition of the Fund’s investments,
(B) any credit facility, guarantee, letter of credit or similar credit support or one or more other similar
financing transactions involving an Operating Company; (ii) taxes and other governmental charges incurred
or payable by the Fund or an Operating Company; (iii) fees, costs and expenses of actuaries, accountants,
administrators, advisors, auditors, counsel, valuation experts and other service providers that provide
services to or with respect to the Fund, and legal expenses incurred in connection with claims or disputes
related to an Operating Company; (iv) compensation and other similar expenses of consultants and any
industry executives, advisors, consultants, operating executives, subject matter experts or other persons
acting in a similar capacity who provide consulting and other similar services to the Fund or an Operating
Company; (v) fees, costs and expenses associated with maintaining the Fund and any related entities,
including fees, costs and expenses incurred in the organization, operation and restructuring of such related
entities; (vi) premiums and fees for insurance allocated to the Fund, litigation expenses and other
extraordinary expenses; (vii) fees, costs and expenses incurred in connection with the preparation of all
reports to the Fund’s investors or representatives, and any other financial, tax, accounting or fund
administration reporting functions; (viii) the Fund’s indemnification obligations; (ix) fees, costs and
expenses (including legal fees and expenses) incurred to comply with any applicable law, rule or regulation
(including regulatory filing or other expenses of the Fund, Ronin, or its or their affiliates, including Form
PF filings) or incurred in connection with any governmental inquiry, investigation or proceeding involving
the Fund; (x) fees, costs and expenses related to a default by a defaulting investor;
(xi) fees, costs and expenses related to a sale, assignment, pledge or transfer of an investor’s interest in the
Fund or an investor’s withdrawal from or admission to the Fund; (xii) fees, costs and expenses

incurred in connection with any amendments, modifications, revisions or restatements to the constituent
documents of the Fund or its investment in an Operating Company; (xiii) fees, costs and expenses incurred
in connection with distributions to the Fund’s investors; (xiv) interest on, and fees, costs and expenses
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TYPES OF CLIENTS

As of the date hereof, Ronin provides investment advice exclusively to the Funds, which are “private funds”
under the regulations adopted by the SEC. Although Ronin may in the future launch investment funds that
are designed to invest in the securities of multiple Operating Companies, Ronin currently has established,
and intends to continue establishing separate Funds for each

Operating Company in which Ronin invests, and prospective investors in a Fund are provided information
about the specific Operating Company investment opportunity prior to effecting their investment.

Interests in the Funds are offered privately to a limited number of sophisticated investors, including
institutional investors, pooled investment vehicles, privately-owned businesses, trusts, family offices and
high net worth investors. The investment terms applicable to each Fund are subject to customization and
negotiation based on various factors, including (without limitation) the size and structure of the underlying
investment opportunity, the estimated time horizon for the investment, the available investment capacity
and sources of financing, specific eligibility conditions or restrictions upon investors, and other
considerations. However, Fund investors generally must qualify as (i) “accredited investors,” within the
meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended, and (ii) for Funds
launched after Ronin is registered as an investment adviser, “qualified clients,” within the meaning of Rule
205-3 under the Investment Advisers Act of 1940, as amended.

Ronin and its affiliates may enter into separate agreements, commonly referred to as “side letters,” with
certain investors in a Fund, which would have the effect of establishing rights under, altering, or
supplementing the terms (including the economic terms) of the governing documents of the Fund, in a
manner more favorable to such investor than those applicable to other investors in the Fund. Such rights or
terms pursuant to such agreements may include, without limitation, access to additional information, more
favorable liquidity and/or transfer terms, or other rights or terms deemed necessary in light of particular
legal, regulatory or tax characteristics of an investor.

         METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Ronin’s investment program focuses primarily on identifying opportunities to make control equity
investments in private Operating Companies operating in the industrial, consumer and technology, media
and telecom sectors. In assessing potential investment opportunities for its clients, Ronin seeks
opportunities where (i) Ronin believes that optimization of the Operating Company’s selling, general and
administrative costs, with a focus on the company’s back-office and other costs with a minimal customer-
facing impact, can generate a favorable multiple on the Fund’s money invested in the company; and (ii)
Ronin believes that the Operating Company demonstrates an ability to increase its gross sales or revenues
by making disciplined and effective reinvestments in select commercial initiatives. Although Ronin’s
investment structure provides the firm with flexibility to invest in a wide variety of investment opportunities
that it deems attractive, Ronin generally intends to target investments in Operating Companies that are
headquartered (or have significant presence in ) North America, with at least $5 million and no greater than
$60 million in trailing twelve-month EBITDA (“EBITDA”) in the consumer and industrial sectors, and/or
an enterprise value of between $250 million and $3 billion. Generally, Ronin’s analysts seek to identify
investment opportunities where the Operating Company has overhead costs that comprise a sizable portion
of its overall cost structure and demonstrates a strong conversion of the company’s net income into free
cash flow for the business. Ronin also favors investments in industry sectors that it believes are fragmented
(where the industry is not dominated by one or a small number of dominant companies) and where there
are potential merger and acquisition opportunities for the Operating Companies in which it invests.

Ronin primarily sources investment opportunities from investment banks and external advisors. Ronin has
various advisors and brokerage relationships that present deals as a part of its external marketing effort.
These specific parties are not compensated for presenting such investment opportunities.

However, we have other relationships where the Ronin has paid compensation as a part of sourcing a deal.
In the course of identifying and securing investment opportunities, the Adviser engages with various third-
party entities. These third parties may include, but are not limited to, broker-dealers, financial institutions,

placement agencies, and specialized search firms. Ronin compensates these entities through industry-
standard fee structures, which typically involve tiered success fees that are contingent upon the successful
closing of a transaction.

The specific terms of these arrangements, including the nature and amount of fees paid, may vary
depending on the entity and the specifics of the transaction. Our approach to engaging these third parties is
designed to align their incentives with our goal of identifying and executing attractive investment
opportunities, while ensuring that the fees paid are commensurate with the value provided.

Investors and prospective investors should carefully review the organizational and subscription
documents of the relevant Fund and all related materials relating to the associated underlying
Operating Company investment opportunity for further discussion of the Fund’s investments and
terms. Such documents are available only to current investors or prospective investors who are
eligible to invest in such entities, as determined in the sole discretion of Ronin.

Certain Risk Factors.
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