WCAS Management Corporation

Fees and Compensation
For each Equity Partnership, WMC, WCAS Management, or an affiliated company receives a
management fee for providing administrative services. Management fees are generally payable
quarterly in advance, and these are payable for any period that is less than a full quarterly period.
Each Equity Partnership is generally charged an annual management fee of 1.5% during the
investment period, and 1.00% to 1.25% after the investment period is over. The general partner
of each Equity Partnership generally receives a carried interest allocation of 20% of profits on
distributions, including from the recapitalization or disposition of investments or securities, after
limited partners receive a preferred return of up to 8% per annum, as applicable, pursuant to the
Agreement of Limited Partnership for the respective Partnership.

Neither the Firm nor an affiliated company receives a management fee or carried interest allocation
from the Feeder Funds or Co-Investors. An affiliated company of the Firm receives a carried
interest allocation from WCAS Co-Investors HoldCo, L.P., but does not receive a carried interest
allocation from the other Holdcos.

Pursuant to the Agreement of Limited Partnership of each Partnership, limited partners are not
permitted to make voluntary withdrawals. In the event of a non-voluntary withdrawal, the Firm
will refund all pre-paid fees that have not been earned.

Portfolio companies have paid in the past and we expect may pay in the future a fee to the Firm
for services provided by our Resources Group, which was expanded in 2018 to include the
services of The Health Management Academy (“THMA”), an executive network and provider of
leadership development programs for the nation’s leading health systems, a controlling interest in
which is owned by WCAS Management and certain of its affiliates. The Resources Group offers

a wide range of consulting services to companies in which the Partnerships invest, including
recommending operational improvements, revenue enhancement strategies, procurement and
sourcing solutions (including participation in group purchasing organizations), corporate
advisory, human resources, executive recruitment, information technology, advice with respect to
capital markets, financing and strategic transactions, and other related services, which such
companies may utilize over multiple years but have the option not to use. Such fees are “Resources
Group Fees” as defined in each applicable Partnership’s Agreement of Limited Partnership and
are not “Creditable Fees” (as defined in the relevant Partnership’s Agreement of Limited
Partnership and which reduce the quarterly management fee paid by the Partnership to the Firm).
Resources Group Fees are agreed with the portfolio companies at the time a Resources Group
agreement is entered into and typically represent a flat fee for access to the services of the
Resources Group, which may be paid in whole at the time a Resources Group is entered into or
periodically over time. Accordingly, the Resources Group services provided to a portfolio
company may vary year to year and there can be no assurance that the Resources Group Fee paid
will be commensurate with the value provided by the Resources Group, either in any particular
year or in the aggregate over the periods for which the portfolio company pays Resources Group
Fees. The Firm evaluates the Resources Group Fees paid by portfolio companies against estimates
for costs that would have been paid to comparable third-party service providers in order to provide
support that the Resources Group Fees paid by portfolio companies are below the amount such
portfolio companies would have paid third parties to provide similar services and in the aggregate
are not more than the cost of providing the services. The estimates used for comparison may
include, for any particular portfolio company, assumptions regarding historic or anticipated
Resources Group utilization, and such other assumptions as the Firm deems relevant. Such
estimates are determined by the Firm in its sole discretion, and are inherently subjective.

Members of the Resources Group also provide certain pre-and post-acquisition services to the
Firm that are separate from services provided to portfolio companies under Resources Group
agreements. Members of the Resources Group are compensated by the Firm without analyzing or
allocating the relative services they may perform for the Firm or for portfolio companies.
Individual members of the Resources Group have in the past and may in the future receive
compensation from a portfolio company in which one or more Partnerships has an investment if
they assume board of directors or similar roles. In addition, in certain circumstances, members of
the Resources Group may also be full time employees of, or have separate compensation
arrangements with, a portfolio company. Any compensation (including equity-based
compensation) received directly by a Resources Group member from a portfolio company,
including, without limitation, in connection with service to the company as a director, employee
or otherwise, is not a Resources Group Fee. Any such compensation is negotiated between the
portfolio company and the applicable member of the Resources Group. While the Firm expects
that compensation in respect of such arrangements will generally reflect fair value for services
provided as determined by the portfolio company, there can be no guarantee that such
compensation will be on terms typical of agreements between unrelated parties, and Firm
personnel who serve as directors or officers of applicable portfolio companies may face conflicts
of interest to the extent such role involves negotiating or approving such compensation. Any
compensation received from a portfolio company by members of the Resources Group who are
employees of the Firm will be treated as a Creditable Fee to reduce the quarterly management fee
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Types of Clients
The Firm provides advisory services to the Equity Partnerships, Holdcos, Co-Investors, and the
Feeder Funds. Each Partnership operates as a pooled investment vehicle. The minimum capital
commitment for a limited partner of a Partnership is outlined in such Partnership’s Agreement of
Limited Partnership and other governing documents; however, the general partner of each
Partnership maintains discretion to accept less than the minimum investment. In addition, a
Partnership may enter into separate agreements, commonly referred to as “side letters,” with
certain investors. However, no Partnership will enter into a “side letter” with an investor that alters
the liquidity terms under which the investor will invest in a Partnership.

Investors will be required to make certain representations when investing in a Partnership,
including but not limited to, that (i) they are acquiring an interest for their own account, (ii) they
received or had access to all information they deem relevant to evaluate the merits and risks of the
prospective investment, and (iii) they have the ability to bear the economic risk of an investment
in the Partnership. Each investor will be furnished with a copy of the relevant Agreement of
Limited Partnership and related agreements.

Methods of Analysis, Investment Strategies and Risk of Loss
The Partnerships invest primarily in the United States within two target industries: technology and
healthcare. Although the primary investment focus is on companies located within the United
States, the Firm may pursue attractive foreign investments on an opportunistic basis subject to
certain limitations in the applicable Agreement of Limited Partnership.

The Partnerships seek to invest in market-leading technology companies that deliver a tangible
value proposition to their clients, generate attractive organic and acquisition-related growth
opportunities, maintain recurring revenue with high operating leverage, and occupy defensible
market positions. The Partnerships believe these companies offer clients value in the form of
expanded market opportunity, increased revenues, faster process or cycle times, reduced costs,
increased operating leverage, better information exchange and improved quality of products and
services.

The Partnerships also seek to invest in market-leading healthcare companies that reduce costs,
increase quality of care or service, improve efficiencies, and demonstrate proven business models
with strong unit-level economics, as applicable. The Partnerships have found over time that by
targeting highly fragmented, complex or inefficient sectors with a combination of capital, strong
management and strategic vision, they can create operating models and businesses that deliver
substantial value to patients, providers, payors and shareholders.

The Firm’s investment strategy is deal size agnostic, and activities include (i) seeking new market
opportunities, (ii) providing capital to meet the needs of growing businesses, and (iii) investing in
growth oriented later-stage buyouts and special situations. For both small and large investments,

the Firm focuses on producing capital gains and attractive multiples of capital, in addition to strong
internal rates of return. The Firm leverages its industry specialization, proprietary deal flow,
sourcing expertise and operational focus, as well as the continuity and experience of its general
partners, to differentiate itself in the competitive private equity market. The Firm’s investment
strategy is comprised of the following key components:

•   Industry Specialization in Attractive Sectors
•   Consistent and Disciplined Investment Approach
•   Portfolio Construction
•   Partnering with Known Management Teams
•   Investments Across Various Deal Sizes and Structures
•   Focus on Operational Improvement
•   Capital Markets Expertise

The Firm is dedicated to acting in accordance with the highest ethical and professional standards
in its business and is committed to considering material environmental, social, and governance
(“Responsible Investment”) principles, which are institutionalized as part of the Firm’s investment
and company building processes. In 2013, the Firm adopted a responsible investment policy and
currently has a dedicated Responsible Investment Committee composed of representatives from
the Investment and Resources Group, Investor Relations, and Legal and Compliance. The
Responsible Investment Committee is tasked with reviewing the Firm’s Responsible Investment
Policy and providing recommendations for its enhancement to the Firm’s Management Committee,
as well as monitoring the Responsible Investment policies of the Firm’s portfolio companies.
When the Investment Review Committee (“IRC”) reviews a new investment, the Firm may retain
a third-party Responsible Investment consulting firm (where appropriate) to identify Responsible
Investment risks and opportunities for inclusion in the IRC materials. Post-transaction, the Firm’s
Investment and Resources Group professionals work with each portfolio company to recommend
any Responsible Investment initiatives and retain specialized consultants, where appropriate. The
Firm will continue to focus on environmental, public health, safety, social and governance
initiatives with the goal of continuing to enhance performance and minimize any adverse impact
in these areas.

Acquiring an interest in one of the Partnerships involves a number of risks. An investment in a
Partnership may be deemed a speculative investment and is not intended as a complete investment
program. It is designed for sophisticated investors who fully understand and are capable of bearing
the risk of an investment in the Partnership. No guarantee or representation is made that the
Partnership will achieve its investment objective or that limited partners will receive a return of
their capital.
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