Tritium Partners LLC

Item 5 – Fees and Compensation

A.    Describe how you are compensated for your advisory services. Provide your fee
schedule. Disclose whether the fees are negotiable.

Tritium and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest and additional
compensation in connection with management services performed for the portfolio companies of the
Funds. In addition, Tritium receives reimbursements from portfolio companies for certain expenses
advanced on their behalf. The Tritium Funds are also responsible for bearing certain expenses as
detailed below and in each Fund’s Governing Documents. Differences in fees and compensation
exist from Fund to Fund, and certain Funds do not charge certain fees, compensation or expenses

that other Funds charge or charge them in different amounts. The following is a general description
of fees, compensation and expenses of the Funds. Limited partners should refer to the Governing
Documents of the applicable Fund for a complete understanding of how Tritium 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

In consideration for the investment management services provided to the Main Funds, Tritium
deducts a semi-annual management fee (partially in advance and partially in arrears) from the capital
account of each limited partner in the Tritium I Funds, and a quarterly management fee (in advance)
from the capital account of each limited partner in the Tritium II Funds and Tritium III Funds. The
management fee generally equals 2.0% annually of a limited partner’s capital commitment from the
initial closing until the earlier to occur of (i) the expiration of the commitment period and (ii) the date
when Tritium or any of its affiliates begins accepting management fees from any successor fund.
Thereafter, the management fee is generally 2.0% of the amount of capital actually invested by the
limited partners in portfolio companies that have not been disposed of or completely written off.

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 (whether
temporary or permanent), except in the case of investments that have been permanently written down.
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, 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, and in accordance with the Governing Documents, 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. Management fees are payable during
term extensions unless otherwise agreed to with limited partners. Limited partners in the Co-
Investment Fund do not pay management fees. All management fees were negotiated with the Fund’s
limited partners during the fundraising period of the applicable Tritium Fund and are not subject to
negotiation after. Management fees are payable without regard to the overall success or income earned
by the Funds.

The Firm, and its affiliates, are permitted in their sole discretion to reduce or waive the management
fee with respect to certain Funds and certain limited partners, including parties affiliated with the Firm.
For example, limited partners in the Co-Investment Fund do not pay management fees. In addition,
Tritium principals and employees have invested in the Funds indirectly through their interest in the
Funds’ General Partner (and thus do not pay management fees on such General Partner interest).

Management fees paid by the Main Funds are permitted to be reduced by a portion of (i) (A) all
transaction fees, consulting fees, advisory fees, monitoring fees or other similar fees (however, Tritium
does not currently, nor does it intend to, accept transaction fees from its Funds’ portfolio companies),
(B) fees for service as a member of the board of directors (or equivalent governing body) of any
portfolio company if elected or appointed to such position by the Fund and (C) break-up and/or
other similar fees, in each case as received by the Firm, the General Partner or any of their respective
employees in respect of services provided to any issuer, purchaser or seller of any portfolio company
as a result of a proposed transaction or investment by such Fund, net of amounts necessary to pay
unreimbursed related expenses and (ii) capital contributions made by limited partners in respect of
Organizational Expenses to the extent in excess of an aggregate limit specified in such Fund’s
Governing Documents, expenses, costs and liabilities, including, without limitation, any related legal,
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Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements
for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

Tritium provides investment advisory services directly to the Tritium Funds and not individually to
limited partners in the Tritium Funds. Interests in the Tritium Funds are offered pursuant to
applicable exemptions from registration under the Securities Act of 1933, as amended (the “Securities
Act”), the Funds are exempt from registration under the Investment Company Act of 1940, as
amended (“Investment Company Act”), and are not made available to the general public. The Tritium
Funds limit their limited partners to persons who are both (i) “accredited investors” as defined in the
Securities Act, and (ii) “qualified purchasers” and “knowledgeable employees,” each as defined in the
Investment Company Act, or (iii) if applicable, “qualified clients,” as defined in the Advisers Act.
Limited partners in the Funds must meet certain suitability and net worth qualifications prior to
making an investment in the Funds.

Limited partners in the Tritium Funds are primarily qualified U.S. persons and include, among others,
high net worth individuals, insurance companies (and such companies’ affiliated entities), pension and
profit-sharing plans, trusts, estates, charitable organizations, fund of funds, university endowments,
corporations, family offices, limited partnerships and limited liability companies, or other entities. In
addition, Tritium principals, employees and other persons associated with Tritium and/or its affiliates,
including some CEO Partners, executives and advisors, also invest in the Funds. The minimum
commitment for the Main Funds is typically $5 million, although the relevant General Partner, in its
sole discretion, has permitted investments below the stated minimum commitment.

On occasion, Tritium offers co-investment opportunities for certain limited partners to invest
alongside a Fund in certain Fund portfolio companies. Co-investment opportunities can be offered
to the extent Tritium or the applicable General Partner determines that (i) an investment requires
additional capital, (ii) an investment opportunity identified by such General Partner, the Firm or the
principals that is to be offered to the Main Funds in accordance with the terms in the Governing
Documents exceeds the amount appropriate for such Fund (which, in some cases, as determined by
the General Partner, can be less than the maximum concentration permitted under such Fund’s
Governing Documents), (iii) in their sole discretion, that allowing a co-investor is in the best interest
of such Fund or (iv) Tritium believes the Fund will benefit from the participation of the co-investor(s).
Additionally, the Firm or General Partners, in their sole discretion, are permitted to offer potential co-
investment opportunities to (i) persons whom the General Partners believe are of strategic benefit to
the applicable Fund or investment opportunity (including, without limitation, management or

founders of the applicable portfolio company, co-sponsors, introducers, lenders and other service
providers (including consultants), (ii) persons serving as outside directors and (iii) other persons
(which could include one or more limited partners, CEO Partners, executives or advisors) with
industry, geographic or other relevant expertise applicable to such portfolio company), in each case
irrespective of whether the available investment opportunity exceeds the amount that would otherwise
be appropriate for the Funds. In certain cases, determinations to allocate such amounts or investment
opportunities to vendors or service providers will be made prior to the determination of the availability
of opportunity for other co-investors, and as such generally will decrease the amount of co-investment
opportunities available.

While Tritium’s policy permits that any co-investment amounts can, under certain circumstances, be
allocated to outside third-party investors in the General Partners’ sole discretion, to date the General
Partners have offered co-investment opportunities to existing limited partners in the Funds, CEO
Partners, founders and executives or advisors affiliated with the specific investment and, if applicable,
outside board members. Notwithstanding the foregoing, subject to any restrictions contained in the
Governing Documents of the relevant Fund, any side letter agreements, agreements with lenders or
other terms negotiated with respect to such Fund, limited partners generally do not have a right to
participate in any co-investment opportunity and Tritium will allocate co-investment opportunities
following consideration of factors as it determines relevant in its sole discretion. In such
circumstances, the size of the investment opportunity otherwise available to the Main Funds would
generally be less than it would otherwise have been without the inclusion of such co-investors.

Co-investments typically involve investment and disposal of interests in the applicable portfolio
company at substantially the same time and on substantially the same terms as a Fund making the
investment. However, from time to time, for strategic and other reasons, a co-investor or co-
investment vehicle could purchase a portion of an investment from a Main 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 Main Fund by a co-
investor or co-investment vehicle is expected to occur shortly after the Main Fund’s completion of
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