Two Roads Partners Management LP

Item 5: Fees and Compensation

Two Roads and its affiliated General Partners receive fees and compensation in exchange for
the advisory services provided to the Funds, including management fees, carried interest and
additional compensation related to management services provided to the Funds' portfolio
companies. Additionally, reimbursements for specific expenses advanced on behalf of the
Funds and portfolio companies are received. A summarized overview of these fees is provided
below.

It's important to note that variations may exist from one Fund to another, with some Funds
not imposing certain fees, compensation, or expenses that others may. The fees applicable to
each Fund is set forth in detail in the corresponding Governing Documents of the applicable
Fund. Clients and investors are strongly advised to review these documents for a
comprehensive understanding of the applicable fees and expenses. The following information
is a condensed summary and should be considered within the context of the full Governing
Documents.

Management Fee

Two Roads, as the private equity manager for the Funds, charges a management fee (the
“Management Fee”) to each Fund, typically equal to 2% per annum of capital commitments
(or invested capital depending on the Fund’s lifecycle) held by non-affiliated partners of the
General Partner (with the exception of NACI Co-Invest, Wizard Co-Invest and TTE Co-Invest
which do not incur Management Fees). These fees are initially calculated based on the total
aggregate commitments from non-affiliated limited partners during the investment period.
Subsequently, the Management Fee becomes a percentage of such limited partner’s
outstanding invested capital, adjusted for disposed or permanently written-down
investments, subject to various other factors. The terms of Management Fees were
established during the Fund’s fundraising period and are not subject to negotiation,
thereafter.

Management Fees (for applicable Funds) are generally paid quarterly in advance. They are
either deducted from Fund assets or through capital calls.

General Partners retain the discretion to waive all or a portion of the Management Fee.
Management Fees may differ from one Fund to another, as well as among limited partners in
the same Fund. Factors affecting this variation include the size of a limited partner’s
commitment, different investor classes, provisions within side letter agreements, and other
negotiated terms. It’s important to note that certain affiliates, employees, or designees of the
General Partner might be exempt from paying carried interest or the Management Fee, as
allowed by the Fund’s Governing Documents.

Furthermore, Fund Governing Documents permit a reduction in the Management Fee in
connection with deemed capital contributions, which involves a formula-based reduction in
connection with capital contributions by the General Partner. In connection therewith, the
relevant Governing Documents usually require Limited Partners of a Fund to make a
contribution to fund an agreed upon portion of any capital contribution that would otherwise
be required of Two Roads, the General Partner, certain employees and/or affiliates of Two
Roads. The requirement to make such capital contributions has the potential to accelerate a
portion of the limited partner capital contributions as compared to the timing of capital
contributions that otherwise would have applied (although this acceleration will typically be

limited to periods of three months or less). Such contributions made by the limited partners
generally are treated by the applicable Governing Documents as a deemed capital
contribution by Two Roads, the General Partner, certain employees and/or affiliates of Two
Roads, which effectively increases such person’s share in the profits generated by some, or all
of, a Fund’s investments. The reduction in Management Fees resulting from the foregoing
provisions in the Governing Documents has the potential to be significant. Waived, deferred,
or reduced Management Fees are not typically subject to the various offsets or reductions as
described herein. Due to waived, deferred, or reduced Management Fees and/or the timing
of receipt of fees subject to offsets, Fund limited partners could receive less than the full
benefit of reductions or offsets.

In addition, the Management Fee can also be reduced by a percentage of: (i) the amount of
fees paid by a Fund to entities or persons acting as a placement agent in connection with the
offer and sale of interests in such Fund; (ii) by costs incurred by Two Roads in connection with
the organization of a Fund that exceed a limit as specified in such Fund’s Governing
Documents; and (iii) specific supplemental fees (further described below).

Other Advisory / Transaction Fees

Two Roads may receive certain supplemental fees and compensation from portfolio
companies (whether consummated or not), which may include - directors’ fees, financial
consulting fees, advisory fees, transaction fees which include the break up or topping fees
with respect to Fund transactions not completed that are paid to the General Partner
(collectively “Transaction Fees”). Such fees received by Two Roads are offset in part against
the Management Fee by a pre-established sharing percentage that was negotiated between
Two Roads and each Fund’s non-affiliated limited partners.

Transaction Fees are allocated to the Fund, offsetting the Management Fee, in proportion to
the Fund's relative ownership or anticipated ownership of the specific investment on a fully
diluted basis. It's important to note that this reduction only applies when a Management Fee
is payable by the Fund, and it doesn't extend beyond the Fund's allocable portion of the
Transaction Fee.

The manner and amount of this reduction are detailed in the applicable Fund's Governing
Documents. Similarly, supplemental fees tied to investments or potential investments are
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Item 7: Types of Clients

Our clients are the Funds, as described in Item 4 above, and the Funds are generally open to
a limited number of persons that are (i) “accredited investors,” as that term is defined in
Regulation D promulgated under the U.S. Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder, (ii) “qualified clients,” as that term is defined

under the U.S. Investment Advisers Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the “IAA”), and (iii) unless waived in the discretion of the General
Partner, “qualified purchasers,” as that term is defined under the U.S. Investment Company
Act of 1940, as amended, and the rules and regulations promulgated thereunder.