Toro Investment Partners LP

FEES AND COMPENSATION

         In general, Toro Investment Partners receives a Management Fee and an Incentive
Allocation (each as defined below) in connection with advisory services. In addition, Toro
expects that it and certain of its personnel will receive closing fees, investment banking fees,
advisory fees, consulting fees, origination fees, directors fees, monitoring fees, commitment fees,
break-up fees and similar fees from certain Toro Portfolio Companies, as well as compensation
for services provided as bona fide employees of Toro Portfolio Companies. To the extent such
fees relate to any investment by Toro Global Investments, such fees may be paid to Toro or its
affiliates and shall reduce dollar-for-dollar any Management Fees payable thereafter. Investors in
Toro Global Investments also bear certain fund expenses.

Classes

        Upon acceptance of an investor’s subscription to Toro Global Investments U.S. Fund,
one or more capital accounts (each, a “U.S. Fund Capital Account”) will be established on the
books and records of Toro Global Investments U.S. Fund with respect to such investor. With
respect to each limited partner of Toro Global Investments U.S. Fund, Toro Global Investments
U.S. Fund will designate each such limited partner’s U.S. Fund Capital Account as either a
“Class A”, a “Class B” or a “Class C” Capital Account (each, a “Class A U.S. Fund Capital
Account”, a “Class B U.S. Fund Capital Account” or a “Class C U.S. Fund Capital
Account”, respectively), based on such limited partner’s election in its subscription agreement
for interests in Toro Global Investments U.S. Fund as accepted by Toro Investment Partners.

        Upon acceptance of an investor’s subscription to Toro Global Investments Offshore
Fund, the investor will be issued Class A participating shares, par value $0.01 (the “Class A
Shares”), Class B participating shares, par value $0.01 (the “Class B Shares”) and Class C
participating shares, par value $0.01 (the “Class C Shares” and, together with the Class A
Shares and the Class B Shares, the “Shares”), or a combination thereof, in Toro Global
Investments Offshore Fund, based on such investor’s election in its subscription agreement for
shares, as accepted by Toro Global Investments Offshore Fund. Upon any such issuance, one or

more capital accounts will be established on the books of Toro Global Investments Offshore
Intermediate Fund (each, an “Offshore Intermediate Fund Capital Account” and, together
with the U.S. Fund Capital Accounts, each a “Capital Account”) with respect to such investor,
which will be designated as either a “Class A Offshore Intermediate Fund Capital Account”,
a “Class B Offshore Intermediate Fund Capital Account”, or a “Class C Offshore
Intermediate Fund Capital Account” (each, a “Class A Offshore Intermediate Fund Capital
Account”, a “Class B Offshore Intermediate Fund Capital Account” or a “Class C Offshore
Intermediate Fund Capital Account”, respectively, and each, an “Offshore Intermediate
Fund Capital Account”), based on such investor’s election in its subscription agreement for
shares issued by Toro Global Investments Offshore Fund as accepted by Toro Global
Investments Offshore Fund.

Management Fees

         Toro Global Investments U.S. Fund and Toro Global Investments Offshore Intermediate
Fund each pay Toro Investment Partners a quarterly management fee (the “Management Fee”),
paid in advance as of the first business day of each calendar quarter, equal to the sum of (x) 0.5%
(i.e., 2.0% on an annualized basis) of the beginning balance of each Class A U.S. Fund Capital
Account and each Class A Offshore Intermediate Fund Capital Account, respectively, plus (y)
0.4375% (i.e., 1.75% on an annualized basis) of the beginning balance of each Class B U.S.
Fund Capital Account and each Class B Offshore Intermediate Fund Capital Account,
respectively, plus (z) 0.375% (i.e., 1.5% on an annualized basis) of the beginning balance of each
Class C U.S. Fund Capital Account and each Class C Offshore Intermediate Fund Capital
Account, respectively, in each case including such Capital Account’s pro rata share of the fair
value of any Special Investments in which such Capital Account participates.

        If an investor requests to withdraw completely from any of its U.S. Fund Capital
Accounts at a time when such Capital Account has been allocated an interest in any Special
Investments, or requests to redeem all of its Class A Shares, Class B Shares or Class C Shares, at
a time when such investor also holds Class S participating shares issued with respect to any
Special Investment in which such Class A Shares’, Class B Shares’ or Class C Shares’
corresponding Offshore Intermediate Fund Capital Account has been allocated an interest
(“Class S Shares”), Toro Investment Partners (and, in the case of Toro Global Investments
Offshore Fund, together with the Offshore Fund Board of Directors may determine to reserve or
hold back such portion of the proceeds with respect to such withdrawal or redemption that is
required, in its reasonable discretion, to pay the Management Fees expected to be earned over the
life of such Special Investments (the “Management Fee Reserve”). The Management Fee
Reserve may be invested by Toro Investment Partners for the benefit of such U.S. Fund Capital
Account, and each applicable Offshore Intermediate Fund Capital Account, in U.S. Treasury
bills, bank accounts, money market funds or any other investment deemed appropriate by Toro
Investment Partners. Upon the realization or deemed realization of the applicable Special
Investments, any remaining Management Fee Reserve shall be paid to such investor, together
with the amount of profits or other appreciation earned (if any) earned on the Management Fee
Reserve, within 45 days after the end of the quarterly period in which such realization or deemed
realization occurs.

       In the event the Management Fee Reserve is insufficient to pay the Management Fees
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TYPES OF CLIENTS

        Toro Investment Partners provides investment advice to Toro Global Investments, and
may in the future provide such services to Advisory Accounts. Private Investment Funds,
including Toro Global Investments, may include investment partnerships or other investment
entities formed under domestic or foreign laws and operated as exempt investment pools under
the Investment Company Act of 1940, as amended (the “Investment Company Act”). The
investors participating in Private Investment Funds and any investors establishing Advisory
Accounts may include individuals, banks or thrift institutions, other investment entities, pension
and profit-sharing plans, trusts, estates or charitable organizations or other corporations or
business entities and may include, directly or indirectly, principals, partners or employees of
Toro Investment Partners and its affiliates.

        Toro Global Investments generally has a minimum investment amount for third-party
investors of (x) $1,000,000 in the case of an investor who is an individual including an individual
who is investing through a grantor trust or an individual retirement account; and (y) $2,000,000
in the case of an investor that is an entity, and Toro Global Investments interests and shares are
offered and sold solely to qualified purchasers (or qualified knowledgeable Toro personnel).
Such minimum investment amount may be waived by Toro Investment Partners, but, in the case
of Toro Global Investments Offshore Fund, generally will not be less than $100,000 (or other
amounts as specified by Cayman Islands law). Any Advisory Accounts generally are expected

to require a minimum investment in an amount to be determined between Toro Investment
Partners and the applicable advisory client.

        From time to time, Toro Investment Partners may consider an investment opportunity on
behalf of Toro Global Investments that Toro Investment Partners intends to designate as a special
investment upon the Toro Global Investments’ acquisition of the investment, and that is available
to Toro Global Investments in an amount greater than the amount that Toro Investment Partners
believes Toro Global Investments should or is permitted to acquire (such excess, “Excess
Investment Capacity”). In such cases, Toro Investment Partners may cause one or more special
purpose vehicles or other entities to be formed for the purpose of investing in such Excess
Investment Capacity (each such vehicle or entity, a “Co-Investment SPV”). Subject to any
applicable legal, regulatory or other restrictions specific to the proposed investment, Toro
Investment Partners currently intends to offer each limited partner or each shareholder, as
applicable, that is a limited partner or shareholder of Toro Global Investments at that time, an
opportunity to invest in each such Co-Investment SPV, pro rata in proportion to the then-current
respective aggregate capital account balances and aggregate share net asset values of,
respectively, each such limited partner or shareholder electing to so invest. To the extent any
such electing limited partner or shareholder elects to invest less than the full pro rata amount of
investment opportunity that is so allocated to them, Toro Investment Partners, in its discretion,
may allocate such remaining investment capacity to one or more other investors who may or may
not be limited partners or shareholders. The terms of any such Co-Investment SPV will be
determined by Toro Investment Partners at the time such Co-Investment SPV is established,
prior to accepting contributions or commitments, although Toro Investment Partners anticipates
that the Co-Investment SPVs will be subject to a management fee equal to at least 1% per annum
and an incentive allocation or carried interest equal to at least 20% of net realized profits. Toro
Investment Partners reserves the right to vary its policy with respect to the allocation of such
investment opportunities, including by establishing minimum eligibility thresholds relating to
participating investors’ aggregate investment net asset values.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

         The investment objective of Toro Global Investments is to seek attractive long-term
capital appreciation for investors by employing a focused, opportunistic, and fundamental
investment approach with a long-term view to exploit the complexity and volatility that Toro
believes is inherent in sectors that are undergoing transitions. Toro Global Investments will
initially focus on technology, media and telecommunications (“TMT”) sectors with an emphasis
on new media in the USA and Asia. Toro Global Investments intends to assemble a portfolio of
both public and private market investments consisting mostly of equity securities.

        Toro intends to invest the majority of its capital under management in publically traded
securities using proprietary research which Toro will use to generate investment ideas based on
an event-driven strategy which will exploit temporal price-value dislocations in companies that
Toro believes can be effectively analyzed using a fundamental approach. Toro intends to invest

the balance of its capital under management in private equity with an orientation towards value
and structural downside protection.

        Toro has broad and flexible investment authority. Accordingly, the positions of Toro
Global Investments may at any time include a wide variety of domestic and foreign, publicly
traded and privately placed securities and financial instruments. Derivative instruments or
securities may be used for hedging or investment purposes.

        As part of its investment program, Toro Global Investments may acquire or hold
securities or other assets that Toro Investment Partners believes either lack a readily assessable
value or are illiquid or otherwise should be held until the resolution of a special event or
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