Soundcore Capital Partners LP

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
may exist from Fund to Fund, and certain Funds may not charge certain fees, compensation or
expenses that other Funds charge or may charge them in different amounts. The following is a general
description of fees, compensation and expenses expected 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

Soundcore charges certain Funds a management fee (the “Management Fee”), generally 2% per
annum of non-affiliated limited partners’ commitments. Specifically, Management Fees are initially
charged at 2% of each non-affiliated limited partner’s committed capital for the period of time during
which each Fund is making investments; thereafter, the Management Fee is equal to 2% of each non-
affiliated limited partner’s invested capital with respect to investments that have not been disposed of
or completely written off for U.S. federal income tax purposes. 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 fees and expenses were not capitalized into the asset base.

 Those Funds paying Management Fees do so quarterly, in advance. The Funds are closed-ended
investment vehicles intended for a long-term investment. Accordingly, Management Fees are
expected to be paid, except as otherwise described in the relevant Governing Documents, and limited
partners generally are not permitted to withdraw or redeem interests in the Funds.

The General Partners are permitted, in their sole discretion, to waive all or a portion of the
Management Fee. Management Fees may 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. For example, fees have
been waived for one parallel Fund and for employees investing in the Funds (whether through the
relevant General Partner or otherwise). 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.

Certain Fund’s Governing Documents 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 of a Fund 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 is
typically 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
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Item 7 – Types of Clients

Soundcore provides investment advice to its Funds. Certain Funds limit their respective limited
partners to persons who are both “accredited investors” as defined in the Securities Act of 1933
(“Securities Act”) and “qualified clients” as defined in the Securities Act of 1933 and/or “qualified
purchasers” or “knowledgeable employees” as defined in the Investment Company Act. Limited
partners in all 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 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 have a minimum
investment amount of $1 million from third-party limited partners, which may be waived in
Soundcore’s discretion.

The limited partners participating in the Funds are expected to include high net worth individuals,
other investment entities, 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, Operating
Partners and service providers retained by Soundcore.

On occasion, Soundcore is expected to be presented with opportunities to offer co-investment in a
portfolio company. 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 will have a right to participate
in any co-investment opportunity.

Opportunities to invest in a portfolio company may be made available to select limited partners and
third parties, including, without limitation, portfolio company founders and management, strategic

investors, lenders, other sponsors (including other private equity or venture capital firms), service
providers and Operating Partners. Additionally, certain individuals who source transactions or
provide financing may 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 may 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.

Although co-investments will typically involve investment and disposal of interests in the applicable
portfolio company at substantially the same time and on substantially the same terms as the Fund
making the investment, co-investors are generally subject to different economic terms than the Fund.
However, from time to time, for strategic and other reasons, a co-investor may purchase a portion of
an investment from a Fund after such Fund has consummated its investment in the portfolio company
(also known as a post-closing sell-down or transfer). Post-closing sell-downs are generally funded
through the Fund’s limited partner capital contributions and/or use of a Fund credit facility. Any
such purchase from a Fund by a co-investor will generally occur shortly after the Fund’s completion
of the investment to avoid any changes in valuation of the investment; however, in certain instances,
a post-closing sell-down or transfer could occur well after the Fund’s initial purchase. When co-
investors purchase their interest from a Fund after the Fund has consummated the investment, the
price paid by co-investors is typically determined by the Fund’s General Partner in its sole discretion,
which has the potential to result in a conflict of interest. The Funds will bear the risk that any co-
investors acquiring an interest in an investment after the closing of such investment will acquire such
interest on terms that do not reflect the then-current value of such investment. Where appropriate,
and in Soundcore’s sole discretion, Soundcore reserves the right to charge interest on the purchase to
the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain
conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent
such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund.
The price reimbursed to the Fund may not reflect the full cost incurred by a Fund in connection with
the investment, any interest charge on the co-investment amount, the cost of establishing the credit
facility utilized to acquire the portfolio company (if applicable) or the risk borne by the Fund in
connection with purchasing and warehousing the investment.
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