Tyree & D'Angelo Partners Management LP

Item 5 – Fees and Compensation

TDP and its affiliated General Partners receive fees and compensation in exchange for advisory and
other services provided to the Funds, including a management fee, a carried interest, additional
compensation in connection with advisory services provided to the Funds and reimbursements for
certain expenses advanced on their behalf. The Funds are also responsible for bearing certain
expenses as detailed below and in each Fund’s Governing Documents. The following is a general
description of fees, compensation and expenses of the Funds. Investors should refer to the Governing
Documents of the applicable Fund for a complete understanding of how TDP 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

The Private Equity Funds

The Private Equity Funds generally pay TDP, semi-annually, calculated partially in advance and
partially in arrears, a management fee (the “Private Equity Fund Management Fee”). The Private
Equity Fund Management Fee is initially equal to up to 2.5% per annum of aggregate Fund investor
capital commitments (“Commitments”) held by investors not designated as “affiliated partners” by
the relevant Private Equity Fund General Partner. Each Private Equity Fund’s Management Fee
generally (i) steps down following certain events specified in the relevant Governing Documents of
such Fund and (ii) differs by Fund. For example, Private Equity Fund II and Private Equity Fund
III’s Management Fee, after the expiration of the investment period (as described in the relevant
Governing Documents) equals 2% of the aggregate non-affiliated investors’ investment contributions
that have not been disposed of or permanently written down. The Private Equity Fund Management
Fee will be payable until all portfolio companies are distributed or until TDP’s relationship with the
applicable Fund is terminated for other reasons (as described in the relevant Governing Documents).
Installments of the Private Equity Fund Management Fee payable for any period other than a full six-
month period are adjusted on a pro rata basis according to the actual number of days in such period.

For Private Equity Fund II and Private Equity Fund III, the Private Equity Fund Management Fee will
be reduced by (i) excess organizational expenses, if any, (ii) certain deemed contributions and (iii) such
Private Equity Fund’s share (based on the Private Equity Fund’s relative ownership or anticipated
ownership) of 80% of the receipt of certain supplemental fees (and for Private Equity Fund III, subject
to a fee basket), including closing fees, investment banking fees, placement fees, commitment fees,
breakup fees, transaction fees, litigation proceeds from transactions not consummated, monitoring
fees, consulting fees, directors’ fees and other similar fees (whether in the form of cash, securities or

otherwise) received by any TDP employee from any portfolio company or prospective portfolio
company in respect of the Fund’s investment or prospective investment therein paid to TDP, net of
any expenses incurred in connection with generating such fee (other than ordinary overhead and
administrative expenses). The receipt of such supplemental fees with respect to an investment or
potential investment (including a transaction not consummated) are allocated to Private Equity Fund
II and Private Equity Fund III (and offset against the Management Fee as described above) only to
the extent of the Fund’s relative ownership (or anticipated ownership) of such investment or potential
investment on a fully diluted basis, except as otherwise set forth in the Governing Documents. “Fully
diluted” basis calculations generally relate to Private Equity Fund II and Private Equity Fund III’s
ownership of the portfolio company’s common equity, including ownership that arises through the
conversion or exercise of certain securities. Therefore, the value of certain Private Equity Fund II
and Private Equity Fund III investments into the portfolio company, such as debt or certain debt-like
investments (e.g., non-participating preferred equity), is not a factor when determining the Fund’s
allocable portion of a fee on a “fully diluted” basis. Accordingly, Private Equity Fund II and Private
Equity Fund III will, in most such cases, only benefit from the Management Fee reduction described
above with respect to its allocable portion of any such transaction fees and not the portion allocable
to any other investor (such as another Fund, Co-Investment Fund, co-investors, service providers,
lenders, third parties, current or former portfolio company management or employees, sellers that
have rolled their interest or reinvested proceeds in the portfolio company and/or others), that holds
an economic interest in (or, in the case of a transaction not consummated, would have held an
economic interest in) the applicable investment. Receiving an allocable amount of supplemental fees
that do not offset the Management Fee gives TDP an incentive to maximize such amounts and to
make and structure and potentially syndicate investments that could generate such amounts. There
are no such Management Fee offsets applicable to Private Equity Fund I.

For clarity, the following fees and expenses do not offset Management Fees payable by Private Equity
Fund II and Private Equity Fund III, in each case as applicable: (i) any amounts received by or on
behalf of members of the Operations Group; (ii) reimbursements from a portfolio company, including
reimbursements for any TDP employee who is seconded to a portfolio company; (iii) profits interests
paid to a TDP employee who is seconded to a portfolio company, regardless of when the interests or
amounts crystalize or vest; (iv) fees or expenses borne by a Fund; or (v) broken deal expenses.

The Private Equity Funds generally have discretion over whether to charge transaction fees or other
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Item 7 – Types of Clients

TDP provides investment advice to the Funds. The Funds include investment partnerships or other
investment entities formed under domestic or foreign laws and operate as exempt investment pools
under the Investment Company Act. The Funds also include alternative investment vehicles
established from time to time in order to permit one or more investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of these
vehicles independent of limitations or other procedures set forth in the organizational documents of
such vehicles and the related Fund.

The Funds limit their respective investors to investors who are: (i) “accredited investors” as defined
in the Securities Act of 1933, as amended (“Securities Act”), and (ii) “qualified purchasers” or
“knowledgeable employees,” each as defined in the Investment Company Act, or (iii) “qualified
clients,” as defined in the Advisers Act. Investors in the Funds must also meet certain other suitability
qualifications prior to making an investment in the Funds. The Funds are not registered or required
to be registered under the Investment Company Act; are not made available to the general public;
their securities are not registered or required to be registered under the Securities Act; and are privately
placed to qualified investors. Qualified investors include individuals or entities to which Fund interests
are permitted to be sold, which generally includes (i) in the United States, people or organizations who
meet certain net worth, income and/or financial sophistication requirements as described above or
(ii) in other countries, as permitted by the relevant securities laws in such jurisdiction and in
compliance with any foreign offering provisions applicable to TDP and/or the Funds. Each Fund
generally has a minimum investment amount of $250,000 to $1,000,000 for third-party investors
(depending on the Fund and whether the investor is an individual or entity), although the applicable
Fund’s General Partner has, in its sole discretion, accepted lesser amounts. The investors participating
in the Funds include individuals, other investment entities, family offices, trusts, estates or other
corporations or business entities and typically include, directly or indirectly, the Principals or other
employees of TDP and its affiliates, members of their families, members of the Operations Group
and other service providers retained by TDP.

On occasion, TDP offers co-investment opportunities for certain investors to invest alongside a Fund
in certain Fund portfolio investments. Opportunities to participate in co-investment transactions arise
when TDP has the opportunity for an investment in an existing or prospective portfolio investment
and TDP determines that (i) an investment requires additional capital, (ii) all or a portion of the
applicable opportunity is not required to be offered to a Fund, (iii) the full investment opportunity is
not appropriate for a Fund, whether due to concentration restrictions contained in the Fund’s
Governing Documents or otherwise or (iv) TDP believes the Fund will benefit from the participation
of the co-investor(s). Such determinations are based on the provisions of the applicable Governing
Documents, side letter agreements, agreements with lenders and such other factors as TDP will
consider in its sole discretion, including those specified in its policies on investment allocation and co-
investments. Subject to any restrictions contained in the Governing Documents of the relevant Fund

or any side letter or other terms negotiated with respect to such Fund, in general no investor has a
right to participate in any co-investment opportunity. TDP’s exercise of discretion in allocating co-
investment opportunities will not always result in proportional allocations among co-investors and
such allocations can be more or less advantageous to some co-investors relative to other co-investors.
When co-investment opportunities are permitted, it is possible that the size of the investment
opportunity otherwise available to the Fund will be less than it would otherwise have been without
the inclusion of such co-investors.

TDP will select the investors that are permitted to co-invest in a particular portfolio company in its
sole discretion based on various factors, including those detailed in its Governing Documents and as
outlined in its internal policies and procedures. While one or more investors in the Funds are on
occasion invited to co-invest in a Fund’s portfolio investments, TDP is authorized in its sole discretion
to offer any or all of a co-investment opportunity to investors that are not investors in the Funds. Co-
investment opportunities are made available to select Fund investors and third parties, including,
without limitation, management or founders of the applicable portfolio company, co-sponsors,
strategic investors, lenders, investment bankers, deal sources (including finders and consultants), other
sponsors (including other private equity or venture capital firms), joint venture partners, service
providers, sector experts, strategic advisors, other persons or entities affiliated, associated or otherwise
known to TDP or its personnel. Certain service providers, including lenders and individuals who
source transactions, have in the past and are expected in the future to negotiate co-investment rights
or co-investment priority rights as a component of their compensation in connection with the services
provided. 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.
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