Staple Street Capital Management LP

Item 5. Fees and Compensation

SSC receives compensation from fees based on a percentage of capital under management, carried interest
distributions and certain other fees or expenses related to transactions, all in accordance with the terms of
its advisory or management agreements, confidential offering and/or private placement memoranda, limited
partnership agreement and other governing documents applicable to each Fund (the “Governing
Documents”). Investors should review the relevant Governing Documents to fully understand the total
amount of fees to be paid by a Fund and, indirectly, by its Investors. The fees and expenses will generally
be deducted from the Investors’ capital accounts. See “Performance-Based Fees and Side-by-Side
Management” below for a further discussion of fees and the potential conflicts of interest they can create.
See the “Brokerage Practices” section below for additional information regarding transaction costs.

Management Fees
As described in the applicable Fund’s Governing Documents, each Fund will pay an investment
management fee (the “Management Fees”) at an annual rate of up to 2% of aggregate capital commitments,
quarterly in advance, during the Investment Period or earlier upon the occurrence of certain events as set
forth in the Governing Documents. The Management Fee is generally prorated by SSC for any period that
is less than a full quarter. In addition, as further described in the Governing Documents, the Management
Fee will generally be reduced by a percentage of any: (i) directors’ fees, financial consulting fees or advisory
fees paid to the General Partner with respect to any Fund investment; (ii) transaction fees paid to the General
Partner with respect to any Fund investment; and (iii) break-up fees with respect to Fund transactions not
completed that are paid to the General Partner; but not including, in any event, any amount received by the

General Partner or other person from a portfolio company as reimbursement for expenses directly related
to such portfolio company, as payment for services provided to any portfolio company in the ordinary
course of such portfolio company’s business or as compensation for services provided by the General
Partner or other person as an employee of or in a similar capacity for such portfolio company.

The General Partner may elect to waive a portion of the Management Fee in exchange for a reduction in
the General Partner’s cash capital contribution obligation and/or a corresponding interest in Fund profits.
The Management Fee will be paid out of current income and disposition proceeds of the Fund and, in the
General Partner’s discretion, from drawdowns that will reduce unfunded commitments. The General
Partner, in its sole discretion, has, and at times in the future, will waive or reduce the Management Fee for
certain investors, including, but not limited to, employees, affiliates, family members, and other strategic
investors.

Carried Interest
With respect to the Funds, SSC or an affiliate will be entitled to receive “carried interest distributions” of
up to 20% of all income, gains and losses derived from portfolio investments in accordance with the specific
provisions of a Fund’s Governing Documents. The General Partner’s carried interest distributions are
generally subject to the obligation to return certain distributions pursuant to “clawback” arrangements
periodically and upon liquidation of the applicable Fund as provided in such Fund’s Governing Documents.
The General Partner, in its sole discretion, has, and may in the future, waive or reduce the carried interest
for certain investors, including, but not limited to, employees, affiliates, family members, and other strategic
investors.

Directors’ Fees, Portfolio Company Monitoring Fees, and Ancillary Fees
The Firm will generally be entitled to collect from or with respect to a Fund’s portfolio companies or a
potential portfolio company, certain directors’ fees, portfolio company monitoring fees, and ancillary fees;
provided that the Management Fee payable by such Fund will generally be reduced by a percentage of any
such fees as set forth in the Governing Documents. If any such fees required to be credited against the
Management Fees for a particular Fund for any period exceed the Management Fees payable by such Fund
for such period, the amount of such excess will generally be carried forward and credited against the
Management Fees payable by such Fund for subsequent periods.

Overhead Expenses
SSC will generally pay all of its own ordinary administrative and overhead expenses, including employees’
salaries, rent, utilities, etc.

Other Fund Expenses
The Funds will pay all other costs and expenses of the Funds that are not reimbursed by portfolio companies
(which reimbursements may be for travel and any other out-of-pocket expenses incurred in connection with
the structuring, organizing, acquiring, managing, monitoring, operating, holding, winding up, liquidating,
dissolving and/or disposing of such portfolio company investments, including follow-on investments and
refinancings), including, but not limited to, legal, auditing, consulting, financing, accounting, custodian,
depositary, transfer, registration and other similar fees and expenses; expenses associated with the Funds’
financial statements, tax returns, Schedule K-1s or any other administrative, or other Fund-related reporting
or filing obligations; regulatory related fees and expenses of the Funds; regulatory related fees and expenses
of the Firm and similar laws and regulations); expenses incurred in connection with transactions not
consummated; expenses of the advisory board and annual meetings of the Limited Partners and any other
meeting with any Limited Partner(s); insurance (including directors and officers insurance); other expenses
associated with the acquisition, holding and disposition of its investments, including extraordinary expenses
...

Item 7. Types of Clients

The Firm provides management and discretionary investment advisory services to the Funds, subject to the
direction and control of the General Partner of the Fund. In each case, SSC does not provide advisory
services individually to the Investors.

The minimum commitment for a Limited Partner in the Fund is generally $5 million; however, SSC has
discretion to accept less than the minimum investment threshold as set forth in the Governing Documents.
In addition, in accordance with applicable law, the Fund at times will enter into separate agreements,
commonly referred to as “side letters,” with certain Investors, to provide such Investors with additional or
different terms than those specifically described in the Governing Documents. These side letters often create
preferences or priorities for such Investors with respect to other Investors.

Investors are typically required to meet certain suitability qualifications as described in the Governing
Documents, such as being an “accredited investor, a “qualified client,” and/or a “qualified purchaser” as
such terms are defined under applicable U.S. securities laws. Also, Investors will be required to make
certain representations when investing in a Fund, including, but not limited to, that (i) they are acquiring an
interest for their own account, (ii) they received or had access to all information they deem relevant to
evaluate the merits and risks of the prospective investment and that (iii) they have the ability to bear the
economic risk of an investment in the Fund. Details concerning applicable Investor suitability criteria are
set forth in the respective Fund’s offering documents and subscription materials, which are furnished to
each prospective Investor.