Wave Equity Partners LLC

ITEM 5 – FEES AND COMPENSATION

The Firm uses varying fee structures for each of the Private Funds, each detailed in the
respective governing documents of each Private Fund. Generally, the Private Funds will
pay to the Firm an annual management fee (the “Management Fee”) equal to 2.0% of the

aggregate capital commitments of the Investors, payable quarterly in advance. After the
investment period, the Management Fee shall be 2.0% of net invested capital over the life
of the Private Fund. The Management Fee will generally be reduced by 100% of any
transaction, break-up, consulting, or directors’ fees received by the Firm.

The Private Funds generally shall bear all normal operating expenses incurred in
connection with the management of the Portfolio Companies incurred in the investigation,
holding, purchase, sale, proposed sale or exchange of securities (whether or not ultimately
consummated), including, but not by way of limitation, private placement fees, finder’s
fees, real property or personal property taxes on investments, including documentary,
recording, stamp and transfer taxes, brokerage fees or commissions or other similar charges
(including any merger fees payable to third parties), legal fees and expenses, expenses
incurred in connection with the investigation, prosecution or defense of any claims by or
against the Portfolio Companies, including claims by or against a governmental authority,
audit, appraisal and accounting fees and expenses, fees and expenses related to specialized
consulting, advisory or professional services relating to investments or proposed
investments, taxes applicable to the Portfolio Companies on account of its operations, fees
incurred in connection with the maintenance of bank or custodian accounts, and all
expenses incurred in connection with the registration of the Portfolio Companies’ securities
under applicable securities laws or regulations. In addition to the Management Fee, the
Private Funds shall also bear expenses incurred by the General Partner in serving as the tax
matters partner of the Portfolio Companies, any sales or other taxes, fees or government
charges which may be assessed against the Portfolio Companies, the cost of liability and
other premiums for insurance protecting the Portfolio Companies, the General Partner,
Firm, and partners, members, stockholders, managers, managing directors, officers,
directors, trustees, employees, consultants, agents or affiliates in connection with the
activities of the Portfolio Companies, expenses associated with communications, including
preparation and distribution of financial statements and annual or other reports to the
Investors, expenses associated with the preparation and filing of tax returns, costs
associated with Portfolio Companies meetings (including travel-related costs and
expenses), the fees and compensation (if any), all legal, accounting, audit, appraisal and
specialized consulting, advisory or professional services fees and expenses relating to the
Private Funds and their activities, fees and expenses relating to outsourced finance and
accounting services, all fees and expenses incurred in connection with the maintenance of
a registered agent and an office, all fees, costs and expenses incurred in connection with
regulatory compliance of the General Partner, and WAVE and their respective affiliates,
all fees, costs and expenses relating to litigation and threatened litigation involving the
Private Funds, including the Private Funds’ indemnification obligation, liquidation
expenses of the Portfolio Companies (including but not limited to legal and accounting fees
and expenses), all expenses that are not normal operating expenses and all other expenses
properly chargeable to the activities of the Private Funds. The Private Funds shall bear all
organizational and syndication costs, fees, and expenses incurred in connection with the
formation and organization of the Private Funds and any parallel fund, the General Partner,

the Firm and the offer and sale of interests in the Private Funds, including legal, accounting,
travel, meeting, printing and other fees and expenses incident thereto.

For WAVE Equity Fund III LP, as articulated in its limited partnership agreement, the
General Partner, the Management Company or their Affiliates may enter into a services
agreement with one or more Portfolio Companies to provide any such Portfolio Company
with strategic operational support and management consultation services in an amount not
to exceed $375,000.00 from any one Portfolio Company (such amounts “Portfolio
Company Support Amounts”).

The recipients of this Brochure should refer to the governing documents of the Private
Funds for specific information about expenses to be borne by the Private Funds.

Neither WAVE nor any of its supervised persons accept compensation for the sale of
securities or other investment products.

ITEM 7 – TYPES OF CLIENTS

WAVE provides discretionary investment advisory services to the Private Funds, each a
pooled investment vehicle, and not individually to the Investors in the Private Funds. Each

of the Private Funds’ Offering Documents typically set forth the eligibility criteria and
minimum investment requirements for Investors. Initial and additional subscription
minimums are disclosed in the Offering Documents for each Fund, which may be waived
at the discretion of the Firm.

The Investors in the Private Funds are typically each “accredited investors” in reliance
upon the exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and
the Investors in certain of the Private Funds also are “qualified clients”, as such term is
defined in Rule 205-3 of the Investment Advisers Act of 1940 (the “Advisers Act”), as
amended. In addition, WAVE may, in the future, offer investment advisory services to
other client accounts or pooled investment vehicles.