Tensile Capital Management LP

Item 5 – Fees and Compensation

   A. The specific manner in which the Registrant charges fees is described in each Client’s
      governing documents. In exchange for the investment advisory services provided to certain
      Clients, the Registrant receives from certain investors a management fee (the
      “Management Fee”). The Management Fee is typically calculated as the sum of a
      percentage of (i) the net asset value of liquid investments; and (ii) for certain investors, the
      cost basis of any illiquid investments to which the investor has exposure. Generally,
      investors bear a Management Fee, payable on a quarterly or semi-annual basis in advance
      or arrears, depending on the Client’s governing documents.

      The Management Fee can be waived, rebated, modified, reduced or calculated differently
      at the sole discretion of the Registrant both voluntarily and on a negotiated basis with
      selected investors via side letter and other arrangements, which may not be disclosed to
      other investors in the same Client. Each investor in a fee-paying class of a Client is
      specifically allocated that portion of the Management Fee attributable to such investor’s
      capital account or commitment amount, as applicable, to the extent such fee is not waived,
      in accordance with the Clients’ governing documents. The fee structures described herein
      may be modified from time to time. Fees differ from one Client to another, as well as
      among investors in the same Client.

B. The Registrant deducts or otherwise charges fees from the Clients’ assets on an ongoing
   basis. Typically, as noted above, the Registrant receives Management Fees from the Clients
   on a quarterly or semi-annual basis.

   While uncommon, from time to time the Registrant receives cash and non-cash fees
   relating to the investment activities of a Client and its portfolio companies, specifically
   directors’ fees and monitoring fees (together with any other fees received from a portfolio
   company in the future, the “Other Fees”). “Portfolio companies” refers herein to both
   private and public issuers of securities in which Clients invest, unless the context suggests
   otherwise. Other Fees are often substantial and may be paid in cash, in securities of the
   portfolio companies, prospective portfolio companies or investment vehicles (or rights
   thereto) or otherwise. The Registrant determines the amount and timing of these Other Fees
   for the services provided and reimbursements in its own discretion, subject to agreements
   with sellers, buyers, and management teams, the board of directors of, or lenders to,
   portfolio companies, and/or third-party co-investors in its transactions. In many cases with
   respect to the implementation of the arrangements described above, there is not an
   independent third party involved on behalf of the relevant portfolio company and therefore
   such fees are not subject to a market check. Although Other Fees are in addition to the
   Management Fees, the Other Fees will be shared with investors in a Client (either through
   a reduction of the amount of Management Fees paid by the applicable Client in connection
   with the receipt of such Other Fees in accordance with the governing documents of the
   applicable Client or otherwise). Generally, under the terms of the applicable governing
   documents, for purposes of calculating any Management Fee offset, Other Fees are net of
   out-of-pocket costs and expenses incurred by the Registrant in connection with
   consummated or unconsummated transactions or in connection with generating any such
   fees.

C. The Registrant’s Management Fee is also exclusive of brokerage commissions. Please see
   Item 12 of this Brochure for more information about the Registrant’s brokerage
   arrangements for its Clients.

   Each Client bears all costs and expenses of that Client’s operations as set forth in its
   governing documents. The Registrant bears certain expenses and costs of providing
   services to the Clients, as well as ordinary overhead expenses, including rent, furniture,
   fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits
   paid to, or on behalf of, analytical and support personnel, in accordance with each Client’s
   governing documents.

   In addition, the Registrant, from time to time, engages one or more Client administrators
   or similar service providers to perform certain functions in relation to the Clients, which
   services may include coordination of the Clients’ legal entity management function,
   execution and recordkeeping associated with applicable tax elections and filings, support
   for the valuation process and investor correspondence, investor data management and
   reporting requests as well as data collection required for various regulatory reporting with
   which the Clients are required to comply. In certain instances, employees of such service
   providers dedicate substantially all of their time to the Clients. These expenses related to

such service provider employees are borne by the Clients. In addition, the Clients will bear
the expenses of all third-party administrator service providers even if there is some overlap
in services performed by such third-party administrator and Registrant personnel.

From time to time the Registrant will be required to decide whether certain fees, costs and
expenses should be borne by the Registrant, a Client, investors or a subset of investors in
a Client and/or a third party (each, an “Allocable Party”) and if so, how such fees, costs
and expenses should be allocated among the relevant Allocable Parties. Certain fees, costs
and expenses may be the obligation of one particular Allocable Party and may be borne by
such Allocable Party, or fees, costs and expenses may be allocated among multiple
...

Item 7 – Types of Clients

       The Registrant provides portfolio management services to pooled investment vehicles that
       are exempt from registration under the Investment Company Act.

       Interests in the Clients are offered pursuant to applicable exemptions from registration
       under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment

      Company Act and are sold exclusively to investors that are “qualified purchasers” as
      defined in the Investment Company Act. Investors in the Client include, among others,
      high net worth individuals, pension and profit-sharing plans, trusts, estates, charitable
      organizations, university endowments, corporations, limited partnerships and limited
      liability companies or other entities.

      In general, the Registrant does not have a minimum size for a Client, but minimum
      investment commitments may be established for investors in a Client; however, the
      Registrant has the right to waive this minimum initial investment and permit investments
      below the minimum amounts set forth in a Client’s governing documents.