Topspin Management Company LBO LLC

ITEM 5       FEES AND COMPENSATION

 Advisory Fees and Compensation

    The Firm provides investment management services to the Funds pursuant to the Governing
Documents pertinent to each Fund, which set forth in detail the fee structure relevant to the Fund.

      In general, the Firm receives compensation in the form of management fees charged to each
Fund based on a percentage of the total capital commitments to the Fund (the “Management Fees”).
The Firm also receives transaction fees, board fees and other payments from portfolio companies,
and expects to receive monitoring fees, which offset all or a portion of Management Fees, subject
to certain thresholds. In addition, an affiliate of the Firm, The Firm’s affiliate, the Special Limited
Partner, LLC, receives performance-based compensation in the form of a carried interest
participation in the Fund (the “Carried Interest”). These compensation arrangements, which are
briefly described below, are described in detail in the applicable Governing Documents.

      While compensation is generally not negotiable, under certain circumstances, the Firm has, in
its discretion, waived a portion of its Management Fees or Carried Interest with respect to a
particular investor (e.g., investors that offer strategic opportunities or benefits to the Fund,
including but not limited to the timing and size of its capital commitment to the Fund). Moreover,
Topspin has waived or reduced all or part of the Management Fees and the Carried Interest with
respect to certain investors, including, but not limited to, “friends and family” investors, affiliates
and employees (and their families) of the Firm. Regarding Topspin Consumer Partners I, Topspin
will direct that such waived portion be credited against the required capital contributions of the
Topspin Consumer Partners I general partner. Regarding Topspin Consumer Partners II and
Topspin Consumer Partners III, in lieu of any reduced fee, the general partner or its affiliates may
take a special distribution from the Fund, or alternatively in the general partner’s discretion, reduce
its capital contributions to the Fund by an equal amount.

Management Fees
      The Firm generally receives an annual Management Fee based on a percentage of the capital
commitments made to each Fund and the invested capital of these Funds which is equal to
(i) up to 2% of each limited partner’s capital commitment during the investment period and (ii)
1.5% of each limited partner’s invested capital following the termination of the investment period.

       The Management Fee is paid to the Firm quarterly in advance of the Fund’s fiscal quarter.

Topspin Management I
      Topspin Management I will receive a Management Fee of 2.0% per year of commitments
until the earlier of commencement of a successor fund or the end of the Topspin Partners LBO’s
investment period; thereafter, 1.5% of unfunded commitments plus capital invested in unliquidated
investments (less write-downs).

Topspin Management II
      Topspin Management II will receive a Management Fee of 2.0% of commitments per year
until the earlier of the initial closing of a successor fund or the end of Topspin Partners II, LP’s
investment period; thereafter, 1.5% of capital invested in unliquidated investments (less permanent
write-downs).

    The Management Fee will be offset by 100% of any break-up fees or litigation proceeds from
unconsummated transactions; 50% of any transaction monitoring, advisory or director fees up to
$1 million per annum or $6 million in aggregate, and thereafter 100%.

Topspin Management III
      Topspin Management III will receive a Management Fee of 2.0% per year of commitments
until the earlier of (i) the date on which Management Fees begin to accrue in respect of a successor
fund and (ii) the end of the investment period; thereafter, 1.5% per year of the acquisition cost of
unliquidated investments (less the acquisition cost of unliquidated investments that have been
written down).

      The Management Fee will be offset by 100% of any break-up fees or litigation proceeds from
unconsummated transactions; 50% of any transaction, monitoring, advisory, director or similar
fees up to $1 million per annum.

 Carried Interest

      The general partner receives a performance fee payable by the Funds in the form of a carried
interest. The carried interest is deducted from a Fund’s distributable proceeds. The carried interest
payable to the general partner will not exceed 20% of the amount of profits otherwise disbursable
to each investor in Fund I, Topspin Consumer Partners I, Topspin Consumer Partners II and
Topspin Consumer Partners III, and will not exceed 10% of the amount of profits otherwise
disbursable to each investor in the SPV Fund, calculated in each case in accordance with the
applicable Governing Documents. The Funds have established a distribution waterfall describing
how distributions will be paid to the underlying investors and to the general partner. Investors in
a Fund receive a preferential return of 8% per annum on their investments before the distribution
of any carried interest.

      The carried interest paid to the general partner is subject to clawback provisions pursuant to
which the general partner is obligated to return to a Fund any carried interest compensation that
exceeds the carried interest percentage to which the general partner is entitled over the course of
the life of the Fund as set forth in the governing agreements. Any such excess carried interest will
be determined by the general partner and reviewed by a Fund’s independent public accountant.

 Additional Fees and Expenses

      The Firm will bear the costs of its own personnel and costs associated with office space,
telephone and utilities, computer equipment and support. In addition to the Management Fees and
carried interest described above, a Fund will generally bear all of its organizational and offering
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ITEM 7       TYPES OF CLIENTS

    The Firm provides investment management and administrative services solely to the Funds.
The Funds have minimum capital commitments for investors, as specified in the offering

documents for each Fund. The minimum investment amount, which is generally $1,000,000
(or such lesser amount as the Fund’s general partner may determine). The general partner
has the authority to waive minimum capital commitment levels in its discretion. Each investor
is required to meet certain suitability qualifications, such as being an “accredited investor” (as
defined under Rule 506 of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), a “qualified client” (as defined under the Advisers Act) and/or a “qualified
purchaser” or “knowledgeable employee” (as defined under the Investment Company Act of 1940,
as amended (the “Investment Company Act”).

      Investors participating in Funds include or may include individuals, certain banks or thrift
institutions, sovereign wealth funds, pension and profit sharing plans, trusts, estates, charitable
organizations or other corporates or business entities (which may include entities that are owned,
directly or indirectly, by principals or other employees of the Firm).