Soundcore Capital Partners LLC

Item 5 – Fees and Compensation

Soundcore and its affiliated general partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation
in connection with management services performed for the portfolio companies of the Funds and
reimbursements from portfolio companies for certain expenses advanced on their behalf. Differences
exist from Fund to Fund, and certain Funds do not charge certain fees, compensation or expenses
that other Funds charge or charge them in different amounts. The following is a general description
of fees, compensation and expenses of the Funds. Limited partners should refer to the Governing
Documents of the applicable Fund for a complete understanding of how Soundcore is compensated
for its advisory services; the information contained herein is a summary only and is qualified in its
entirety by such documents.

Management Fees and Supplemental Fees

With the exception of the Pre-Fund Investments (which do not pay management fees), Soundcore
charges each Fund a management fee (the “Management Fee”), generally 2% per annum of capital,
although some Funds charge a lower Management Fee. Generally, Management Fees are initially
calculated based upon aggregate commitments from limited partners not affiliated with the General
Partners for the period of time during which each Fund is making investments; thereafter, the
Management Fee equals a percentage of such limited partner’s outstanding invested capital less the
portion of each investment that has been disposed of or completely off for U.S. federal income tax
purposes, subject to various other factors. The amount of Management Fees generally will not
correspond with fluctuations in the net asset value of individual investments, aggregate investments
in a portfolio company or of a Fund, including following the stepdown date, and will not be reduced
in connection with any write-downs, except in the case of investments that have been completely
written off for U.S. federal income tax purposes. Permanent write-down determinations are made in
the discretion of the valuation committee in accordance with the relevant Governing Documents and
the Firm’s valuation policy. Except where the Governing Documents expressly provide to the
contrary, Management Fees will not be reduced (in whole or in part) in the case of partial distributions
(e.g., those resulting from a dividend recapitalization), partial sales, reorganizations, restructurings, roll-
over investments or similar transactions, in each case in circumstances that do not result in the
complete disposition of the relevant Fund’s interest therein, and even in cases where the value of such
Fund’s investment or ownership percentage in a portfolio company has been reduced as a result of
such transaction. In addition, Management Fees generally will not be reimbursed or refunded under
the Governing Documents in the event of realizations, dispositions or partial write-downs that occur

partway through the relevant calculation period. Further, where there has been a partial disposition
or permanent write-down of a Fund’s investment and the fair market value of the investment
following such event exceeds the total amount of the Fund’s investment contributions relating to the
investment, the Governing Documents do not require Management Fees after the stepdown date to
be reduced. In most circumstances, the post step-down Management Fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including transaction fees charged
by Soundcore in connection with the investment, which poses a conflict of interest in that the
inclusion of such fees and expenses results in a higher Management Fee than if such transaction
specific fees and expenses were not capitalized into the asset base.

The General Partners are permitted, in their sole discretion, to waive all or a portion of the
Management Fee. Management Fees differ from one Fund to another, as well as among limited
partners in the same Fund. Such differences can arise from the size of a limited partner’s commitment
to a Fund, provisions of side letter agreements or other negotiated terms. Fees are generally waived
for Soundcore employees, affiliates, operating partners and their families investing in a Fund. To the
extent permitted by the relevant Fund Governing Documents, Soundcore has permitted certain
employees to invest through a Fund’s General Partner without being subject to the Management Fee
or carried interest.

In addition, the Governing Documents for those Funds paying Management Fees allow a General
Partner to reduce the applicable Management Fee in connection with deemed capital contributions
based on a formula, such as a percentage of each capital contribution of the relevant General
Partner. In connection therewith, the relevant Governing Documents require limited partners to
make a contribution to fund an agreed upon portion of any capital contribution that would otherwise
be required of Soundcore, the General Partner, certain employees and/or affiliates of Soundcore. The
requirement to make such capital contributions has the potential to accelerate a portion of the limited
partner capital contributions as compared to the timing of capital contributions that otherwise would
have applied (although this acceleration will typically be limited to periods of three months or
less). Such contributions made by the limited partners generally are treated by the applicable
Governing Documents as a deemed capital contribution by Soundcore, the General Partner, certain
employees and/or affiliates of Soundcore, which effectively increases such person’s share in the profits
generated by some or all of a Fund’s investments. The reduction in Management Fees resulting from
the foregoing provisions in the Governing Documents has the potential to be significant. Due to
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Item 7 – Types of Clients

Soundcore provides investment advice to its Funds. The Funds limit their respective limited partners
to persons who are both “accredited investors” and “qualified clients”, each as defined in the Securities
Act of 1933 (“Securities Act”) and/or “qualified purchasers” or “knowledgeable employees” as
defined in the Investment Company Act of 1940 (“Investment Company Act”). Limited partners in
the Funds must meet certain suitability and net worth qualifications prior to making an investment
in the Funds. The Funds are not registered or required to be registered under the Investment
Company Act; are not made available to the general public; their securities are not registered or
required to be registered under the Securities Act; and Fund interests are privately placed to qualified
investors. Qualified investors include individuals or entities to which Fund interests are permitted to
be sold, which generally includes (i) in the United States, people or organizations who meet certain
net worth, income and/or financial sophistication requirements as described above or (ii) in other
countries, as permitted by the relevant securities laws in such jurisdiction and in compliance with any
foreign offering provisions applicable to Soundcore and/or the Funds. The Funds typically require
capital commitments from each limited partner of at least $1 million, depending on the Fund, although
commitments of less than $1 million have been accepted in the discretion of the applicable Fund’s
General Partner.

The limited partners participating in the Funds include high net worth individuals, other investment
entities, fund of funds, university endowments, family offices, pension and profit-sharing plans, trusts,
estates or charitable organizations or other corporations or business entities and typically include,
directly or indirectly, principals or other employees of Soundcore and members of their families,
Third-Party Professionals and service providers retained by Soundcore.

On occasion, Soundcore is expected to be presented with opportunities to offer co-investment in a
portfolio company. Opportunities to participate in co-investment transactions arise when Soundcore
has the opportunity for an investment in an existing or prospective portfolio company and Soundcore

determines that (i) an investment requires additional capital, (ii) all or a portion of the applicable
opportunity is not required to be offered to a Fund, (iii) the full investment opportunity is not
appropriate for a Fund, whether due to concentration restrictions contained in the Fund’s Governing
Documents or otherwise or (iv) Soundcore believes the Fund will benefit from the participation of
the co-investor(s). Determinations of when and to whom to offer co-investment opportunities will
be based on the provisions of the applicable Governing Documents, side letter agreements,
agreements with lenders, Soundcore’s policies and procedures on investment allocation and co-
investment and such other factors as Soundcore will consider in its sole discretion. Subject to any
restrictions contained in the Governing Documents of the relevant Fund or any side letter or other
terms negotiated with respect to such Fund, in general no limited partner has a right to participate in
any co-investment opportunity.

Opportunities to invest in a portfolio company will be made available to select limited partners and
third parties, including, without limitation, management or founders of the applicable portfolio
company, strategic investors, lenders, other sponsors (including other private equity or venture capital
firms), service providers, other persons or entities affiliated, associated or otherwise known to
Soundcore or its personnel. Additionally, certain individuals who source transactions or provide
financing have in the past and are expected in the future to negotiate co-investment rights or co-
investment priority rights as a component of their compensation in connection with the services
provided. Soundcore’s exercise of discretion in allocating co-investment opportunities often will not
always result in proportional allocations among such co-investors and such allocations can be more
or less advantageous to some co-investors relative to other co-investors. When co-investment
opportunities are permitted, it is possible that the size of the investment opportunity otherwise
available to Soundcore’s Fund(s) will be less than it would otherwise have been without the inclusion
of such co-investors.