Waypoint Capital Partners Advisors LLC

Item 5 – Fees and Compensation

Management Fees

WayPoint receives an annual fixed advisory fee, payable quarterly in advance, from the Family
Office pursuant to the terms of their investment management agreement. There are no
management fees associated with the SPVs currently managed by WayPoint. SPVs offered in the
future may be subject to different fee structures.

Profits Interest

An affiliate of WayPoint is entitled to receive profits interest distributions with respect to the SPVs
if and when specified performance thresholds are met as set forth in the SPV Governing
Documents. WayPoint retains discretion to waive or reduce carried interest for one or more
Investors.

Expenses

WayPoint generally bears all management expenses, which generally includes all normal overhead
expenses of the Adviser, including, without limitation, salaries and benefits, office furniture, fixtures
and computer equipment.

Each Investor in the SPV bears its allocable share of expenses associated with the operations of
each SPV, as disclosed in the SPV Governing Documents. Costs and expenses that the SPVs
may bear include, but are not limited to, the following: fees and expenses (including travel
expenses) relating to the evaluation, acquisition, monitoring, holding and disposition of interests in
the SPV, and legal and other professional fees incurred in connection therewith; premiums for
insurance, legal, accounting, audit, administrative, custodial, consulting, and other professional
fees, including expenses associated with the preparation of the SPVs’ financial statements, tax
returns and K-1s; banking registration, qualification, depository and similar fees and expenses;
appraisal expenses; taxes and governmental charges; organizational costs and expenses incurred
in connection with the formation and organization of, and sale of interests in, the SPVs, costs of
winding up and liquidating the SPVs.

Management Consulting Agreements – Portfolio Companies

WayPoint has entered into agreements with certain Portfolio Companies to provide management
consulting services. The consulting fees and other expenses are retained by WayPoint and
represent expenses of the Portfolio Companies for which each Investor bears its allocable share.
Although the use of Consultants, and particularly in this case, the compensation paid to WayPoint
by these Portfolio Companies, subjects WayPoint to a conflict of interest, WayPoint believes the
conflict is mitigated given the expertise brought by the WayPoint team which the Adviser believes
will help to enhance Portfolio Company performance. Nevertheless, there is the possibility that a
better price and/or quality of service could be obtained from a different provider.

Item 7 – Types of Clients

WayPoint provides investment advice to the SPVs and the Family Office as described in Item 4
above. Interests in the SPVs are not registered under the Securities Act of 1933, as amended, and
the SPVs are not registered under the Investment Company Act of 1940, as amended. Underlying
investors participating in the SPVs include individuals, trusts, family offices, employees and
Partners of the Advisor. There are no minimum investment amounts to invest in an SPV, but all
Investors are subject to eligibility requirements.