Shorehill Capital LLC, a Delaware limited liability company, is a private investment management firm, including general partner entities and other affiliated organizations (collectively, “Shorehill Capital”), that manages approximately $474 million in private fund assets. Shorehill Capital commenced operations in 2014. Shorehill Capital LLC is a private equity management company and a registered investment adviser. Shorehill Capital LLC is the ultimate sponsor of the following general partner entities:
• Shorehill Management LP
• Shorehill Management II LP (each, a “General Partner” and, together with any future affiliated general partner entities, the “General Partners” and, together with Shorehill Capital and its affiliated entities, the “Advisers”). In its capacity as the primary control and advisory entity of the firm, Shorehill Capital has the authority to manage the business and affairs of the General Partners and, through the General Partners, the Funds. References in this Brochure to the advisory services of “Shorehill Capital” mean advisory services of Shorehill Capital LLC as provided through the General Partners, as the case may be. Each General Partner is subject to the Advisers Act pursuant to Shorehill Capital’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partners, which operate as a single advisory business together with Shorehill Capital. The Advisers’ clients include (each, a “Fund” and, together with any future private investment fund to which Shorehill Capital and/or its affiliates provide investment advisory services, the “Funds”):
• Shorehill Private Equity LP (“Fund I”)
• Shorehill Private Equity II LP (“Fund II”) The Funds are private equity funds and invest primarily through negotiated transactions in operating entities, generally referred to herein as “portfolio companies.” Shorehill Capital’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. Although investments are made predominantly in non- public companies, investments in public companies are permitted. Where such investments consist of portfolio companies, the senior principals, or other personnel of Shorehill Capital or its affiliates, generally serve on such portfolio companies’ respective boards of directors or otherwise act to influence control over management of portfolio companies in which the Funds have invested. Shorehill Capital’s advisory services to the Funds are detailed in the relevant private placement memoranda or other offering documents (each, a “Memorandum”), limited partnership or other operating agreements of the Funds (each, a “Partnership Agreement” and, together with any relevant Memorandum, the

“Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds (generally referred to herein as “investors” or “limited partners”) participate in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing Documents; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between Shorehill Capital and any investor. The Funds or the General Partners have entered into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the Governing Documents with respect to such investors. Additionally, as permitted by the Governing Documents, Shorehill Capital expects to provide (or agree to provide) investment or co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain current or prospective investors or other persons, including other sponsors, market participants, lenders, finders, consultants and other service providers, portfolio company management or personnel, Shorehill Capital personnel and/or certain other persons associated with Shorehill Capital and/or its affiliates. Such co-investments typically involve investment and disposal of interests in the applicable portfolio company at the same time and on the same terms as the Fund making the investment. However, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund) often purchases a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in Shorehill Capital’s sole discretion, Shorehill Capital reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent any such amounts are not so charged or reimbursed (including charges or reimbursements required pursuant to applicable law), they generally will be borne by the relevant Fund. Shorehill Capital is ultimately controlled by David O. Hawkins and Brian P. Simmons.