West Rim Capital I LLC

FEES AND COMPENSATION

        With respect to the Fund, the General Partner receives an annual management fee and a
carried interest. The annual management fee (“Management Fee”) is a maximum of 2.5% of
aggregate investor capital commitments (“Commitments”) payable quarterly in advance
(subject to potential reductions due to waivers and offsets under certain circumstances) and
commences from the Fund’s initial closing (whether or not an investor was admitted at an initial
or subsequent closing). Beginning the earlier of (i) six years after the initial closing date, or (ii)
following certain events (as more fully described in the Fund’s partnership agreement (the
“Partnership Agreement”); such period hereinafter referred to as the “Commitment Period”)),
the Management Fee shall be reduced to 2.5% (or 1.75% if a successor fund has commenced

operations) of all investor capital contributions for investment less distributions of such capital
and any complete write-offs of portfolio investments. The Management Fee generally will be
payable until all portfolio investments are distributed or until the General Partner’s relationship
with the Fund is terminated for other reasons (as described in the Partnership Agreement). The
Fund’s organizational documents permit the Management Fee to be waived and for a Manager to
receive a credit against capital contributions otherwise owed. In addition, the General Partner
will receive a carried interest or performance fee from investors in the Fund equal to 20% of all
realized profits (as more fully described in the Partnership Agreement). The carried interest
distributed to the General Partner is subject to a potential giveback at the end of life of the Fund
if the General Partner has received excess cumulative distributions. The Management Fee is paid
by the General Partner to West Rim for day-to-day investment advisory services for the Fund.

        Managers and/or affiliates may provide various management and financial analysis
services to companies in the Fund’s portfolio and may receive compensation (“Supplemental
Fees”) from these companies in connection with such services. This compensation may, in many
cases, offset a portion of the Management Fees paid by the Fund and, in certain cases such as
directors’ fees, may be offset against Management Fees up to one hundred percent of the amount
received and as further described in the Fund’s Partnership Agreement. However, in other cases
(e.g., provision of certain corporate services to a portfolio company), these fees would be in
addition to Management Fees, subject to limitations in the Partnership Agreement.

        The General Partner and/or its affiliates may exempt certain persons from payment of all
or a portion of Management Fees and/or carried interest, including personnel or owners of the
General Partner or its affiliates, persons with family or other relationships with the General
Partner or its affiliates, service providers for the General Partner or its affiliates, or other
unaffiliated parties. Any such exemption from fees and/or carried interest may be a direct
exemption or rebated by the General Partner and/or its affiliates. Additionally, investment
vehicles affiliated with Bain Capital are permitted to co-invest alongside the Fund without a fee.

       It is expected that any future Private Investment Funds will have a similar fee structure.

        The Fund and other Private Investment Funds invest on a long-term basis. Accordingly,
investment advisory and other fees are paid during the term of the Fund and investors generally
are not permitted to withdraw or redeem interests in the Fund.

       Principals or other employees of the General Partner may receive a portion of the
performance fees or carried interest received by the General Partner or its affiliates.

       In addition to the Management Fee and carried interest payable to the Managers, the
Fund bears certain expenses. As set forth in the Partnership Agreement, the Fund bears all
expenses of the Fund that are not reimbursed by portfolio companies, including: legal, auditing,
consulting, financing, accounting and custodian fees and expenses; expenses associated with the
Fund’s financial statements, tax returns and Schedule K-1s; out of pocket expenses incurred in
connection with transactions not consummated; expenses of the advisory board (the “Advisory
Board”) composed of representatives of the Fund’s investors (collectively, the “Limited
Partners”) and annual meetings of the Limited Partners; insurance; other expenses associated
with the acquisition, holding and disposition of its investments, including extraordinary expenses

(such as litigation, if any); and any taxes, fees or other governmental charges levied against the
Fund. Brokerage fees may be incurred in accordance with the practices set forth in “Brokerage
Practices.”

        Principals or other employees of the General Partner may receive a portion of the
performance fees or carried interest received by the General Partner or its affiliates. Sorenson
Venture Investments, LLC (“Anchor Partner”) has agreed to serve as the initial limited partner
for the Fund. Sorenson Venture Management, LLC, an affiliate of the Anchor Partner, will be a
member of the General Partner, which will entitle it to a portion of the General Partner’s carried
interest in the Fund’s profits. The Anchor Partner has the right to designate one person,
including principals or affiliates, as a member of the Fund’s Advisory Board.

                PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT

        As described under “Fees and Compensation,” the General Partner receives a carried
interest allocation on certain realized profits in the Fund. The Managers also manage accounts
that are not charged a performance-based fee. This practice could present a conflict of interest
because the Managers have an incentive to favor accounts for which we receive a performance-
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TYPES OF CLIENTS

         The Managers provide investment advice to Private Investment Funds (of which one or
more may be a SBIC), including the Fund. Private Investment Funds may include investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). The investors participating in Private Investment Funds may
include individuals, banks or thrift institutions, other investment entities, pension and profit-
sharing plans, trusts, estates or charitable organizations or other corporations or business entities
and may include, directly or indirectly, principals or other employees of the Managers and their
affiliates.

        The Fund generally has a minimum investment amount of $5 million for third-party
investors, and the Fund interests are offered and sold solely to accredited investors who are also
qualified clients. Such minimum investment amount may be waived by the General Partner.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       West Rim has been selected by the General Partner to provide day-to-day investment
advisory services to the Fund, under the supervision of the General Partner. The Managers share
common owners and personnel. Accordingly, the Managers’ investment methodology is
described below.

       There can be no assurance that the Managers will achieve the investment objectives of
the Fund and a loss of investment may be possible.

Investment and Operating Strategy

       The investment strategy of the Managers is to seek to increase the value of, and to find
desirable exit opportunities for, the investments in the Fund.

        The Managers seek to provide returns to investors by (i) using their networks to source
attractive businesses, (ii) performing detailed deal evaluation and due diligence to select,
structure and appropriately price investments, and (iii) actively managing the Fund’s investments
in conjunction with portfolio company management.

       Deal flow. The Managers have access to established networks of company executives,
other buyout funds, venture capitalists, consultants, attorneys, academics, accountants,
investment bankers, business brokers and analysts to serve as sources of deal flow, which the
Managers will use together with new relationships to develop investment opportunities.

        Detailed Due Diligence. The Managers will perform detailed due diligence activities for
identified investment opportunities, encompassing, as appropriate, the industry, competitive
position, cost structures, customers, management and financial performance.

        Active Portfolio Management. The Managers will be actively involved with the Fund’s
portfolio companies, providing on-going strategic direction and operational support.

        To accomplish the foregoing, the Managers intend to retain a larger professional staff
than they believe is typical for private equity funds of a comparable size.

Type of Investments

        The Fund invests in operating or financial entities, including other investment entities
that invest in operating companies such as partnerships or limited liability companies. Equity-
related securities may include preferred stock, warrants, convertible debt or preferred stock,
partnership or similar interests in operating entities, options and other derivative type securities.
While not its principal focus, the Fund may from time to time invest in cash instruments or short-
term debt instruments, including mutual funds which invest in such instruments, pending
investment, reinvestment or distribution to its investors. The Fund will hold a substantial portion
of its assets in restricted securities, but generally will seek registration rights or other liquidity
features in connection with investments to enable it to exit the investment at an appropriate point
under the individual circumstances of each investment. The Fund may use leverage in
connection with its investments.

Risks of Investment

        The Fund and its investors bear the risk of loss that the Managers’ investment strategy
entails. The risks involved with the Managers’ investment strategy and an investment in the
Fund include, but are not limited to:

1) Business Risks. The Fund’s investment portfolio will consist primarily of securities issued
   by privately held companies, and operating results in a specified period will be difficult to
   predict. Such investments involve a high degree of business and financial risk that can result
   in substantial losses.

2) Future and Past Performance. The performance of the Principals’ prior investments is not
   indicative of the Fund’s future results. While the General Partner intends for the Fund to
   make investments that have estimated returns commensurate with the risks undertaken, there
   can be no assurances that the targeted internal rate of return will be achieved. On any given
   investment, loss of principal is possible.

3) Investment in Junior Securities. The securities in which the Fund will invest may be among
   the most junior in a portfolio company’s capital structure and, thus, subject to the greatest
   risk of loss. Generally, there will be no collateral to protect an investment once made.

4) Concentration of Investments. The Fund will participate in a limited number of investments
   and may seek to make several investments in one industry or one industry segment. As a
   result, the Fund’s investment portfolio could become highly concentrated, and the
   performance of a few holdings may substantially affect its aggregate return. Furthermore, to
   the extent that the capital raised is less than the targeted amount, the Fund may invest in
   fewer portfolio companies and thus be less diversified.

5) Lack of Sufficient Investment Opportunities. It is possible that the Fund will never be fully
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