Madryn Asset Management, LP

Madryn is a Delaware limited partnership founded and established in July 2016. The Firm is 99% owned by Madryn Capital, LLC (“Madryn Capital”) a Delaware limited liability company, with the remaining 1% held directly by Dr. Avinash Amin. Madryn Capital, in turn, is owned Dr. Amin and Mr. John Ricciardi, Partner and Chief Financial Officer, who collectively hold a significant majority ownership interest. The remaining minority interest is held by affiliates of Walter Global Asset Management, Inc. (“WGAM”), a global diversified private equity firm based in Canada that seeks to deliver strategic partnership and development capital to investment managers, financial service firms and wealth managers. The Firm provides discretionary and non-discretionary investment advice to pooled investment vehicles (each such vehicle, a “Fund”, and all such vehicles collectively, the “Funds”, or “Clients”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). Madryn has broad and flexible investment authority with respect to the management of Client accounts, subject to investment objectives, policies, procedures, and restrictions set forth in, as applicable, the limited partnership agreement (or analogous governing document) of the respective Client (each such agreement an “Advisory Agreement”). The Firm’s advisory services consist of sourcing and evaluating investment opportunities, structuring, negotiating and executing investments on behalf of the Funds, managing and monitoring the performance of such investments, and disposing of such investments. Investment advice is provided directly to the Funds and not individually to the investors in the Funds (each such investor, a “Limited Partner”). Madryn and its affiliates provide investment advisory services and certain administrative services to the below pooled investment vehicle clients. Please see Item 7 for a more detailed description of the Funds. - Madryn Health Partners (Cayman Master), LP – a privately offered pooled investment vehicle with a mini-master feeder structure, domiciled in the Cayman Islands. - Madryn Health Partners, LP – a privately offered pooled investment vehicle and Delaware limited partnership that operates parallel to Madryn Health Partners (Cayman Master), LP (together with Madryn Health Partners (Cayman Master), LP, (“MHP I”)). - Madryn Select Opportunities, LP – a privately offered pooled investment vehicle and Delaware limited partnership (“MSO”). - Madryn Health Partners II (Cayman Master), LP – a privately offered pooled investment vehicle with a mini-master feeder structure, domiciled in the Cayman Islands. - Madryn Health Partners II, LP – a privately offered pooled investment vehicle and Delaware limited partnership that operates parallel to Madryn Health Partners II (Cayman Master), LP (together with Madryn Health Partners II (Cayman Master), LP, (“MHP II”)). - Madryn Health Partners II Overage, LP – a privately offered pooled investment vehicle and Delaware limited partnership with a mini-master feeder structure. In addition to providing investment advisory services to Clients, Madryn, through an affiliate, acts as the administrative agent and/or collateral manager in connection with certain structured debt investments.

As of December 31, 2025, Madryn has eleven employees and manages approximately $915 million regulatory assets under management (“RAUM”).

Madryn and/or its affiliates are compensated in the form of Management Fees, Performance Based Fees or Carried Interest, and Loan Administration / Agency Fees (each as defined below). Management Fees and Carried Interest arrangements described herein have been modified, waived or reduced by Madryn in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements which may not be disclosed to other investors in the same Fund. Management Fee As compensation for the provision of investment advisory services, Madryn receives from each Fund a fee (each, a “Management Fee”) generally calculated as a percentage of either: i) a Fund’s total capital commitments, or ii) the aggregate cost basis of all investments held by the Fund. The Management Fee is payable quarterly in advance (except that the first installment of a Fund’s Management Fee shall be paid in arrears and paid together with the second installment), and is generally reduced by an amount equal to any transaction fees (which, as more fully described in the Funds’ offering documents, include but are not limited to: closing fees, investment banking fees, placement fees, monitoring fees, consulting fees, advisory fees, directors’ fees and other fees (except, for the avoidance of doubt, agency fees, as further described below)) received during the immediately preceding quarterly period. To the extent a Madryn employee receives share-based compensation, including stock options, restricted stock, or other equity or equitylinked awards, in connection with service on the board of directors of a portfolio company, such compensation will generally be transferred to the applicable Fund for the benefit of the Fund's Limited Partners. Share-based compensation assigned to a Fund in this manner will not be treated as a transaction fee and will not reduce the Management Fee. The cadence of these transfers may be governed by the applicable portfolio company's internal policies and applicable restrictions on transfer under federal securities laws, including any applicable holding period, volume limitation, or blackout period requirements. In addition, the Management Fee payable in any quarterly period shall be reduced by an amount equal to the aggregate amount of all third party private placement fees paid or reimbursed by the Funds in connection with the organization and securing of capital subscriptions of the Funds during the immediately preceding quarterly period. Management Fees paid by a Fund are indirectly borne by the investors in such Fund. Installments of the Management Fee payable for any period other than a full calendar quarter shall be adjusted on a pro-rata basis according to the actual number of days in such period. Performance-Based Fees / Carried Interest Each Fund’s Advisory Agreement generally provides that Madryn or its affiliates are entitled to receive performance-based compensation in the form of carried interest, typically in an amount equal to a percentage of distributions after the limited partners have received a preferred return on their investment in

the Fund. Loan Administration / Agency Fees Madryn, through its affiliate Madryn Fund Administration, LLC, also receives fees and compensation for providing administrative and loan agent services to its Funds’ portfolio companies in connection with certain structured debt investments. These fees are charged by Madryn’s affiliate to (and paid directly by) the portfolio company, as applicable. While such fees are not borne by the Clients directly, the Funds' governing documents generally permit Madryn to charge such fees to the Clients as a Fund expense. The Clients may bear such fees indirectly through their underlying economic interests in the applicable portfolio company, as such fees reduce cash available to service the portfolio company's obligations to the Funds or otherwise reduce the portfolio company's enterprise value. Please refer to the conflicts of interest disclosure under Item 11 for additional information with respect to this practice. Loan administration / agency fees are generally due and payable in advance at the close of an investment and on each anniversary thereof, pursuant to a fee letter directly negotiated with each portfolio company (as applicable). As more fully described in the applicable limited partnership agreement, such fees or compensation are not typically expected to be offset by Madryn against the Management Fee paid by any Clients. Fund Expenses In accordance with and as more fully described in each Fund’s Advisory Agreement, the Funds will reimburse general partners and/or Madryn’s affiliates for (or will otherwise directly incur) the Funds’ organizational and start-up expenses, including legal, travel, accounting, filing, capital raising, and other organizational expenses (subject to applicable expense caps articulated in the Advisory Agreement). The Funds will also pay other costs and expenses that are not reimbursed by portfolio companies or other persons, including: i.

all costs, expenses, liabilities and obligations attributable to acquiring, sourcing, evaluating, financing, holding, monitoring, evaluating and disposing of investments, including principal and interest on money borrowed by the Funds, registration expenses, brokerage, finders’, custodial, legal, consulting, investment banking, travel, meals, lodging and fees and expenses of other third party service providers;

ii.

legal, accounting, auditing, insurance (including directors and officers, errors and omissions, professional liability insurance, and cybersecurity insurance), litigation and indemnification costs and expenses, judgments and settlements, consulting, financing, appraisal, filing and other fees and expenses (including expenses associated with the preparation and distribution of the Funds’ financial statements, tax returns and Schedule K-1s or any other reporting);

iii.

all costs, expenses, liabilities and obligations incurred by the Funds, the General Partner or Madryn relating to investment, financing and disposition opportunities for the Fund not consummated

(including break-up fees and fees and expenses related to unconsummated transactions and expenses and costs that would have been allocable to third party or affiliated co-investors had such proposed transaction or investment been consummated, if the amount allocable to such co-investors is not paid by such persons); iv.

all out-of-pocket fees and expenses incurred by the Funds or Madryn in connection with any conference or meeting of the Limited Partners and the Advisory Committee (including without limitation, travel, accommodation, meal, event or other similar expenses);

v.

except to the extent specifically allocated to a Limited Partner as an expense thereof, any taxes, fees and other governmental charges levied against the Funds, and all expenses incurred by the tax matters representative, as provided in the Advisory Agreement or, in connection with any tax filing, audit, examination, investigation, settlement or review of the Funds;

vi.

attendance at conferences in connection with the evaluation or sourcing of potential investments or specific sectors solely to the extent that such conferences are in furtherance of Fund business, and expenses for business development and entertainment directly related to the development and management of investments and any prospective investments;

vii.

expenses related to the administration of the Funds or their subsidiaries, including, but not limited to fees, expenses and costs of a third party administrator, expenses and costs incurred in connection with the preparation and circulation of drawdown notices and distribution notices;

viii.

appraisal expenses, including the cost of any independent valuation expert;

ix.

expenses related to the organization, documentation and maintenance of entities through or in which investments may be made, and the costs of winding up and liquidating the Funds and any such other entities;

x.

costs and expenses incurred in connection with all legal and regulatory compliance obligations under applicable US and non-US laws and regulations directly related to the making, holding or disposing of investments by the Fund, whether such compliance obligations are imposed on Madryn, its affiliates or the Funds, including, without limitation, filings pursuant to Rule 506(b) under Section 4(a)(2) of the Securities Act and filings pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) (such as Schedules 13G and 13D, and Forms 3, 4, and 5); costs and expenses relating to the Directive on Alternative Investment Fund Managers, any filings or other documents necessary to avoid the imposition of withholding or other taxes pursuant to the Foreign Account Tax Compliance Act (“FATCA”) and applicable Commodity Futures Trading Commission (“CFTC”) filings;

xi.

costs, expenses, interest and liabilities related to borrowings, guarantees and credit support and other obligations;

xii.

communications expenses, including any software or online data portal used in connection with reporting, capital call notices, distribution notices and other communications with Partners, those incurred in connection with the administering of and compliance with side letter agreements entered into with any Limited Partner, including summaries thereof and any most favored nations process;

xiii.

expenses incurred in connection with a purchase, sale, assignment, pledge or transfer of all or a portion of a Limited Partner’s interest in the Fund or the withdrawal or termination of a Limited Partner (except to the extent allocable to or payable by, and actually borne and paid by, the applicable purchaser or Limited Partner, assignee, pledgee or transferee, as the case may be);

xiv.

fees, costs and expenses of anti-money laundering or “know your customer” compliance, tax diligence expenses and/or related procedures; and

xv.

expenses incurred in connection with the formation and structuring of the Funds, including legal, travel, accounting, filing, capital raising, and other organizational expenses. Operating Partner Expenses

From time to time, Madryn, its Funds, or its Funds’ portfolio companies will retain third party consultants or advisors to provide assistance with deal sourcing and due diligence, offer financial and structuring advice, and advise and execute on strategic or operational imperatives for portfolio companies (collectively, “Operating Partners”). These services may be provided to Madryn Funds or portfolio companies on an exclusive basis and may include services that are similar in nature to those provided by Madryn employees. A Fund’s share of any retainer fees, consulting fees, success fees, profit sharing or other fees paid to such Operating Partners (“Operating Partner Fees”) will be borne by the Fund or portfolio company (whether paid by the Fund directly or by a portfolio company directly). Such compensation will reduce the value of the portfolio company's assets or proceeds available for distribution to the Funds, which may reduce returns to the Fund's Limited Partners. In addition to Operating Partner Fees, a Fund will also generally bear its share of reasonable out of pocket expenses incurred by such Operating Partners in connection with the provision of their services, to the extent not directly reimbursed by a portfolio company. Operating Partners may serve as officers, directors, or executives of a portfolio company. In such capacity, an Operating Partner will generally be entitled to indemnification and/or recovery under a portfolio company’s directors’ and officers’ liability insurance policies. In addition, an Operating Partner will generally be deemed by Madryn as an indemnified party under the applicable Fund's limited partnership agreement, subject to the terms and limitations thereof. Indemnification obligations borne by a portfolio company will reduce the cash or equity value available to satisfy such portfolio company's obligations to the Funds. Indemnification obligations borne by a Fund will constitute a Fund expense and will be borne indirectly by the Fund's Limited Partners. To the extent an Operating Partner is added as an insured person under a portfolio company's directors' and officers' liability insurance policies, the aggregate policy limits available to other covered persons may be reduced in the event of a concurrent or competing claim. The

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Madryn aims to provide customized financing solutions to pharmaceutical, biotechnology, medical device, diagnostics and healthcare IT companies worldwide. Madryn typically targets investments of $20–$75 million each, diversified by therapeutic category, product type, and sales geography. Broadly, Madryn will consider the following investment criteria when evaluating potential investment opportunities: -

Investment Structure: Madryn may invest in senior debt, subordinated debt, convertible debt, revenue interests, royalty streams, and selective equity securities, as well as combinations of these, supported by cash flows generated by commercially validated healthcare products and other company assets.

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Strong Intellectual Property: Robust intellectual property protections (such as patents) provide significant barriers to entry by preventing both similar and generic products from competing until the protections expire.

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Regulatory Approval: Madryn will focus on investments in products that have already achieved approval from the FDA, EMA, or other regulatory authority.

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Priority Claims: Madryn seeks investments in which it is structurally senior in claim and/or right of payment with respect to the assets and/or cash flows that it is underwriting.

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Stage of Development: Madryn anticipates investing primarily in companies with commercially validated healthcare products currently generating revenue where the commercial risk can be assessed and for which Madryn believes that there is likelihood of a favorable risk/reward tradeoff.

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Market: Madryn will seek opportunities to provide capital to companies with healthcare products that address distinct unmet or underserved medical needs, with an emphasis on products in markets with tangible barriers to entry.

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Commercial Validation: Madryn seeks investments in healthcare companies with products or technologies that have commercial validation in the form of current revenue generation, regulatory and reimbursement approvals, and/or license arrangements and partnerships with corporate partners.

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Significant Barriers to Entry: Madryn seeks investments in products that benefit from significant barriers to market entry; such barriers may take the form of strong intellectual property estates, substantial R&D investment requirements, rigorous regulatory approval processes, production complexity, and/or established commercial infrastructure and marketing relationships.

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Innovative, Value-Added Products: Madryn seeks investments in life sciences companies with products or technologies that address distinct unmet or underserved medical needs and that can demonstrate incremental economic benefit leading to clear and attractive market opportunities.

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Capable, Trusted Counterparties: Madryn seeks investments in companies with experienced and capable management teams that are sufficiently capitalized and prepared for successful commercial execution; Madryn will structure investments in a manner consistent with alignment of interests between its Funds and the counterparty. Madryn considers the strength of equity syndicates when underwriting investments.

Although the investments pursued differ in structure, they will be primarily yield-oriented investments supported by commercially validated healthcare products. The investment structures to be pursued by Madryn include:

Debt Investments An investor may utilize senior secured loans (debt backed at a low loan-to-collateral value ratio by healthcare product assets including sales of high margin products, intellectual property, regulatory filings, and other product assets), subordinated debt, or convertible debt (debt that is convertible to the equity of a healthcare product company) on their own or in combination with revenue or royalty interest investments in order to mitigate risk while still retaining access to the underlying product cash flows. With these structures, an investor may achieve incremental returns through origination fees, prepayment fees and/or warrants. Equity Investments Equity investments are expected to be most frequently made in combination with other investment structures, and not as stand-alone investments. Although not expected to be a significant component of the investment strategy, in those cases where equity investments are made, Madryn will endeavor to mitigate risk through terms that qualify the equity as “senior equity,” whether through liquidation preferences, preferred dividends, anti-dilution rights, and/or negative control features. Hybrid Investments The experience and expertise of the investment team allow Madryn to pursue a range of structures. Madryn believes this capability to be a key differentiating feature that makes Madryn attractive to healthcare companies seeking a financing partner. Madryn may exercise its flexibility through hybrid structures that combine structured debt with preferred equity components or warrants. By combining equity or equity derivatives with a debt instrument, Madryn may increase returns and demonstrate better alignment with equity sponsors and company management teams. Risk of Loss Business Risks Madryn’s portfolio will consist primarily of investments secured by senior claims on healthcare company assets or cash flows, including investments in senior, subordinated, and convertible debt, as well as royalty streams, revenue interests, and hybrid investments combining elements of the foregoing, predominantly for commercial pharmaceutical and other healthcare products, and other interests, including selective equity interests, in companies concentrated in the healthcare sector, and operating results will be difficult to predict. Such investments involve business and financial risk that can result in substantial losses. Concentration of Investments Madryn will participate in a limited number of investments and intends to make the majority of its investments in the pharmaceutical/medical device industry, and, as a result, Madryn’s investment portfolio

will be concentrated in one general industry. As such, the performance of a few holdings and the industry generally may substantially affect Madryn’s aggregate returns. Furthermore, to the extent that the amount of capital raised by Madryn is less than the targeted amount, or because of other factors, Madryn may invest in fewer investments and thus be less diversified than was otherwise intended. In addition, concentration in a particular portfolio company may increase over time as a result of follow-on investments, including bridge financing, covenant modifications, debt-to-equity conversions, or other restructuring-related transactions undertaken to preserve or maximize the value of an existing investment. These follow-on activities may result in a Fund holding a materially larger position in a single portfolio company than was contemplated at the time of the initial investment, and in certain cases may cause the Fund to become a controlling or majority equity holder of a portfolio company. A disproportionate concentration in any single investment increases the Fund's exposure to company-specific risks and may amplify the impact of adverse developments at such portfolio company on the Fund's aggregate returns. Lack of Sufficient Investment Opportunities The nature of sourcing, negotiating, and completing investments involves a high degree of uncertainty. Madryn may compete for investments with other investment firms, investment affiliates of large financial services organizations and occasionally the licensees themselves. There can be no assurance that Madryn will be able to identify and close on a sufficient amount of transactions that meet its investment objectives, and therefore there can be no assurance that Madryn will successfully deploy all of its committed capital during the Investment Period. In addition, there generally will be little or no publicly available information regarding the status and prospects of companies in which Madryn invests or is considering for an investment. Illiquidity; Lack of Current Distributions An investment in Madryn’s Funds should be viewed as illiquid. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, on equity investments generally will occur only upon the partial or complete disposition of such investments. Healthcare Sector Madryn intends to invest in the securities of issuers in the healthcare sector, which investments involve substantial risks, including: (i) the fact that certain prospective investments may have limited operating histories; (ii) the fact that the scarcity of management and marketing personnel with appropriate scientific or medical training may result in slow or impeded growth of a company; (iii) the possibility of lawsuits related to patents or products; (iv) obsolescence of products; (v) change in government policies; (vi) changes in investor sentiments and preferences with regard to healthcare sector investments (some of which are generally perceived as risky); (vii) volatility in the U.S. stock markets that affects the prices of healthcare company securities resulting in substantial volatility in the performance of the Funds; (viii) the difficulty and burden of securing intellectual property rights in the field of medical devices, diagnostics,

pharmaceuticals and biotechnology; and (ix) the fact that many companies in the healthcare sector are subject to extensive government regulation. Government Regulation; Risk of Drug Withdrawals Although Madryn’s focus is on investments backed primarily by products that already have received regulatory approval, prior to the grant of such marketing approvals by the U.S. Food and Drug Administration, the European Medicines Agency, or other corresponding regulatory authorities outside of the US and Europe, most products must undergo extensive investigation and clinical trials to meet stringent safety and efficacy requirements. Also, the manufacturer of a Product and its manufacturing facilities are subject to approval, continual review and periodic inspections by the regulatory authorities. As a result, the frequency of product withdrawals is low. Nevertheless, there have been instances when discovery of previously unknown problems with a product, manufacturer or facility has resulted in temporary restrictions on the use or the manufacture of such product, including costly recalls or even withdrawal of the product from the market. Such events, whether voluntary or mandated by a regulatory authority, typically result in an immediate reduction or discontinuation of revenues from the product worldwide. If such an event were to occur, it would likely have a significant and adverse effect on the performance of a particular investment and could have a material adverse effect on the aggregate performance of Madryn. Risks Related to Structured Investments Structured investments, including, but not limited to, royalty investments, revenue interests, structured debt, royalty bonds, equity, and combinations thereof, are highly complex investments. Their complexity gives rise to the risk that certain investors, parties involved in their creation and issuance, and/or other parties with an interest in them may not share the same understanding of how these investments behave, or the rights that the various interested parties have with respect to them. Furthermore, the documents governing these investments may contain ambiguities that are subject to differing interpretations. Even in the absence of such ambiguities, if a dispute were to arise concerning these instruments, there is a risk that a court or other tribunal might not fully understand all aspects of these investments and might rule in a manner contrary to both the terms and the intent of the documents. Therefore, Madryn cannot be fully assured that it will be able to enjoy all of the rights that it expects to have when it makes structured investments. In addition, due to their complex structure, structured investments may be difficult to value and may have reduced liquidity. Structured investments are also a relatively recent development in the financial markets. Consequently, there are certain tax and market uncertainties that present risks relating to investing in structured investments. Credit Risk and Interest Rate Risk The Funds invest primarily in senior secured loans and other debt and structured instruments, which are subject to credit and interest rate risks. Credit risk describes the likelihood that a borrower will default on the payment of principal and/or interest on a particular debt instrument. Credit risk is generally assessed on the basis of a borrower’s financial strength and solvency, among other factors, and unanticipated

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The Firm provides investment advisory services to various pooled investment vehicles, as more specifically described herein. Certain Clients have been established in the form of alternative investment vehicles (“Feeder Clients”) to address particular tax or regulatory requirements. Each Feeder Client is a limited partner of or an investor in a Client, and interests in such Feeder Client are held by the investors who elect to participate in the Client through such Feeder Client. Prospective investors should refer to the applicable

Client Advisory Agreement for complete details on any Feeder Client established with respect to such Client. In addition, certain Clients are structured as part of a mini-master feeder arrangement, pursuant to which a US-domiciled vehicle (in each case an “Onshore Fund”) is managed alongside a non-US domiciled vehicle (generally, in each case, a “Master Fund”). The Onshore Funds and their associated Master Funds are managed on a pari passu basis, to the extent that there are no extenuating circumstances, such as legal or tax restrictions, with regard to the allocation of investments. The Funds are privately offered and qualify for an exclusion from the definition of an “investment company” under the Investment Company Act of 1940, as amended. Madryn expects Fund investors to generally consist of institutional investors, such as state and corporate pension plans, university endowments, and funds of funds. Generally, the minimum commitment to a Fund will be $10,000,000, which may be waived in Madryn’s sole discretion. When deemed appropriate for a large or strategic investor, Madryn may in the future establish separately managed accounts or pooled investment vehicles consisting of a single investor and its affiliates, which: (i) are tailored to accommodate specific investment objectives, guidelines, and restrictions and/or (ii) are subject to objectives, guidelines, restrictions, terms and/or fees different from those of the Funds. Such investment objectives, fee arrangements and terms will be individually negotiated, and it should be noted that such separately managed account relationships are and generally would be subject to significant account minimums. Madryn has entered into side letter agreements with certain large and strategic investors that provide such investors with additional notification and disclosure rights, and transfer rights, triggered by certain events. In the future, Madryn may enter into additional side letter agreements. Madryn also has entered into arrangements with strategic investors in the Funds to share in carried interest earned by the Funds. Investors in the Funds will be subject to lock-up periods for their investments and neither Madryn nor the Funds guarantee that a Limited Partner will be able to redeem an investment at any time other than those outlined in the relevant agreement. Therefore, there will be no fee refunds in the event of redemptions. Limited Partners may negotiate a return of any unpaid fees with the transfer party or Madryn at the time of termination. Co-Investment Offerings Madryn may, but is under no obligation to, provide co-investment opportunities, on such terms and in such amounts as Madryn may determine in its discretion, to one or more Limited Partners (and without making any such opportunity available to all Limited Partners). Madryn or its affiliates have formed and may in the future form entities through which co-investors participate in such co-investments and may receive fees, carried interest or other compensation in connection with such co-investments by some or all of such coinvestors. Such fees, carried interest or other compensation received by Madryn or its affiliates shall not offset the Management Fee. Madryn may invite investors that are not affiliated with the Funds to participate in co-investment opportunities. Beyond such a “syndication” of investments among an investor group, co-

investment opportunities for Limited Partners and others (if any) will be determined on a case-by-case basis by Madryn. Madryn may consider a number of factors in allocating any particular co-investment opportunity to one or more Limited Partners, to a dedicated co-investment vehicle (as more fully described below), or to other parties, including, without limitation: i. ii. iii. iv. v. vi. vii. viii. ix.

the amount of capital required for the investment; the nature of the security or the transaction; timing and speed or certainty of execution; the ability to make the investment; whether a particular limited partner has expressed co-investment interest; any previous dealings with such prospective co-investor; the perceived strategic value of a prospective co-investor to the investment opportunity; the commitment or potential commitment to the Funds of a prospective co-investor; and other factors Madryn otherwise deems relevant.

Madryn has agreed to provide co-investment opportunities to certain limited partners on a priority basis in connection with investments made by the Funds, including any such investment made alongside the Funds. Subject to these priority rights, Madryn has also established a dedicated co-investment vehicle to participate in select future transactions alongside certain Funds after the Fund has received its priority allocation to each such transaction (and to the extent there is excess capacity after such allocation given the transaction size). For strategic and other reasons, a co-investor or dedicated co-invest vehicle may purchase 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). Dedicated co-investment vehicles have been and may in the future be offered on a no-fee, no carry basis in an effort to drive greater diversification, enhanced execution capability, and broader co-investment participation across Madryn’s limited partner base. Allocation of Investment Opportunities Where an investment is considered for purchase or sale on behalf of more than one Client, Madryn’s Investment Committee and Chief Compliance Officer shall be responsible for documenting the relevant guidelines and considerations that inform the final allocation of the transaction in advance of consummating the transaction or trade (the “Allocation Memorandum”). The Investment Committee will consider actual and apparent conflicts of interest and will determine that Madryn is acting in good faith and in accordance with all applicable representations to Clients and Investors. In making the allocation determination, the Investment Committee will generally consider the following factors, which will be reflected in the applicable Allocation Memorandum: i. Each Client’s investment strategy and investment objectives; ii. The size and nature of the investment; iii. The relative amounts of capital available or projected future capacity for investment; iv. The structural and operational differences between Clients;

v. vi.

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viii. ix. x. xi. xii. xiii.

The minimum, maximum, or target investment size; The applicable investment limitations (including, without limitation, industry, asset class, and geographic exposure limits, hedging limits, leverage, concentration, and diversification considerations) of the Clients; The eligibility of the Clients to make such investment under applicable laws, regulations, and any other applicable tax, legal, regulatory, contractual compliance, operational, or administrative issues; Lender covenants and other limitations; Composition of each Client’s portfolio; Suitability as a follow-on investment for a current investment of a Client; The availability of other suitable investments for each Client; Cash flow considerations; and Any other requirements, guidelines, or restrictions contained in the Governing Documents of the Funds and other considerations deemed relevant by Madryn and/or such affiliates in good faith.

Allocation Exceptions If Madryn determines that it is in the best interests of one or more Clients to deviate from the allocation policies and procedures noted above, or to the extent that an allocation decision poses a material conflict of interest or could give the appearance of a material conflict of interest, Madryn may, in its sole discretion, elect to seek approval for the decision from the affected Clients or their associated limited partner advisory committees. Moreover, with specific regard to MSO, Madryn is contractually obligated to obtain approval from MSO’s limited partner advisory committee prior to allocating certain investment opportunities to MSO. The grant or withholding of such approval may impact Madryn’s intended allocation methodology to the extent a particular investment opportunity is presented to MSO and other Madryn Funds.

Madryn’s or its affiliates’ entitlement to performance-based compensation in the form of carried interest may create an incentive for Madryn to cause the Funds to make investments that are riskier or more speculative than would otherwise be made in the absence of such performance-based compensation. In addition, in the event that certain Clients do not pay a performance-based fee, Madryn may be incentivized to provide preferential treatment to Clients who pay a performance-based fee over those who do not. To mitigate these potential conflicts of interest, Madryn has adopted and implemented policies and procedures to govern the fair allocation of investment opportunities across participating Clients. Generally, investors in the Funds will pay performance-based fees on a portion of excess returns over a preferred return of 8% per annum (the “Preferred Return”). Certain strategic and early-stage investors will receive a higher Preferred Return and may receive a portion of the carried interest paid to Madryn and its affiliates. Madryn reserves the right to increase the rate of the Preferred Return in respect of one or more Limited Partners, in its sole discretion; moreover, Madryn in its sole discretion has waived or reduced management fees and/or carried interest allocations for certain large or strategic investors or for certain classes of investors, including employees and affiliates of Madryn. Investors should consult the Funds’ Advisory Agreements for more information regarding the calculation and distribution of proceeds attributable to investments, together with any dividend, interest, royalty or other income or any other payments received by the Funds with respect to such investments.

Madryn is affiliated with its Funds’ general partners (including Madryn Health Advisors, LP; Madryn Health Advisors (Cayman), LLC; Madryn Select Advisors, LP; and Madryn Health Advisors II, LP) by common ownership and control. Madryn and its related persons do not otherwise have any relationships or arrangements with financial services companies that pose material conflicts of interest, unless described herein under Item 11 of this Brochure and in the Advisory Agreements of the Funds, as applicable. Investors should review the offering documents for the Funds for further information regarding the organization and structure of the Funds and Madryn’s affiliates. Madryn Health Advisors, LP, Madryn Select Advisors, LP, and Madryn Health Advisors II, LP are exempt from registration as a Commodity Pool Operator with the CFTC.

Madryn has adopted a Code of Ethics and Conflicts of Interest Policy which contain provisions designed to: (i) prevent improper personal trading by employees; (ii) prevent improper use and disclosure of material, non-public information about securities known to Madryn or securities holdings of advisory Clients and (iii) identify conflicts of interest, including monitoring of gifts and pay-to-play issues that could arise due to political donations by Madryn or its personnel.

Personal Trading Policy and Procedures Madryn has adopted and implemented policies and procedures designed to prevent its employees from misusing material nonpublic information (which may include information regarding Madryn’s Clients). Madryn maintains a Restricted List of securities subject to sales or trading activity prohibitions. Employees must request pre-approval to execute discretionary personal securities transactions in certain instruments, and are generally prohibited from transacting in issuers who primarily operate within the healthcare industry and who have trailing twelve month market capitalizations of less than $5 billion. If a company is listed on the Restricted List, employees are generally prohibited from trading in that company’s securities. A copy of Madryn’s Code of Ethics shall be provided to any Client or prospective Client upon request. Participation in Client Transactions Madryn and certain of its Employees and affiliates invest in and alongside the Funds, either through the general partners, as direct investors in the Funds, or otherwise. A Fund or its general partner, as applicable, may waive all or a portion of the management and/or incentive fees related to investments held by such persons. Conflicts of Interest Various actual and potential conflicts of interest will exist between Madryn and its affiliates, on the one hand, and the Funds and their respective Limited Partners, on the other hand, including those outlined below. The following conflicts of interest do not purport to be a complete list or explanation of all conflicts of interest that exist or may arise with respect to the Funds. Madryn and its affiliates may face other actual or potential conflicts of interest in addition to those set forth below. Strategic Minority Stake Transaction with Walter Global Asset Management, Inc. In connection with the minority interest acquired by WGAM as a result of the Transaction described in Item 4 of this Brochure, WGAM obtained the rights (i) to receive a portion of the net Management Fee and other income received by Madryn or its affiliates, (ii) to participate in a portion of carried interest received by Madryn’s affiliates in respect of certain Funds, and (iii) contribute a portion of MHP II’s general partner’s commitment to the Fund. Prior to the completion of the Transaction, Madryn obtained consent from MHP II’s LPAC, in accordance with the Fund’s governing documents. While the Madryn team continues to be responsible for controlling the day-to-day operations of Madryn, WGAM will hold certain minority rights, including consent and consultation rights with respect to certain material actions of Madryn’s business. Because of such minority interest and the rights described above, WGAM may have interests and rights that differ from those of the Funds. Further, WGAM and its affiliates may have relationships with other investment managers, investment vehicles or accounts that could give rise to potential conflicts with the interests of the Funds. For example, WGAM or its affiliates may sponsor or invest in other investment firms that pursue strategies similar to that of the Funds. While WGAM benefits

from the success of the Funds, such activities may adversely affect the Funds. Compensation The capital contributions of Madryn and its affiliates will represent only a small portion of the Funds’ respective capital. Limited Partners will invest greater amounts and may receive a proportionately smaller amount of the profits of the Funds than Madryn. The Management Fee, which will be payable without regard to the Funds’ performance, could motivate Madryn and its affiliates to gather more assets or commitments than they can manage effectively, thereby diluting returns to Limited Partners. The existence of Madryn’s affiliates’ entitlement to carried interest may create an incentive for Madryn to cause the Funds to make investments that are riskier or more speculative than it would otherwise make in the absence of such performance-based compensation. Investments in Different Parts of the Capital Structure While Madryn generally expects to allocate all investment opportunities pro-rata across all eligible Funds, certain Funds may have investments in different parts of the capital structure than other Funds with respect to a single portfolio company. In such circumstances, the investments by certain Funds may be senior in priority to other Funds’ interests and therefore, certain Funds would be paid out in liquidation prior to other Funds. Certain Funds may also have certain voting and other governance rights to which other Funds will not be entitled with respect to their interests. If a portfolio company becomes distressed or defaults on its obligations, Madryn may have conflicting loyalties between certain Funds and, in this regard, Madryn may take actions on behalf of certain Funds that are adverse to the interests of other Funds. If Madryn determines to invest additional or “follow-on” capital in an existing portfolio company to finance growth or other opportunities or in light of financial or other difficulties, participating Funds (which may or may not include Funds with existing positions in such portfolio company) will contribute additional capital in such amounts, if any, as determined by Madryn in its sole discretion. Madryn intends to mitigate any potential conflicts of interest by structuring such follow-on investments in a manner intended to cause each participating Fund to either bear its proportionate share across debt and/or equity securities, as applicable, or to otherwise maintain relative and directional alignment of interests across debt and/or equity securities with respect to participating Funds. From time to time, certain of Madryn’s portfolio companies may encounter severe financial difficulties or distress due to unanticipated challenges or other exogenous factors not reasonably foreseeable at the time of Madryn’s initial investment. Under these circumstances, a portfolio company’s ability to meet principal and interest payments and fulfill other contractual obligations to Madryn may be significantly impaired. In order to preserve and/or maximize economic outcomes in such a scenario, Madryn may facilitate and has historically facilitated substantial operational and/or financial restructuring efforts which reflect a more active posture with respect to portfolio management than is typical of a structured debt capital provider. In connection with these initiatives, Madryn may elect to convert all or a portion of its senior secured debt to equity securities with rights and economics that are materially different from those afforded to Madryn at the time of the initial investment.

Resolution of Conflicts In accordance with the relevant Advisory Agreement, Madryn may, in certain situations, choose to seek the approval of the Limited Partner Advisory Committee (“LPAC”) with respect to matters that pose an actual or potential conflict of interest, or matters that require approval under the Advisers Act. Any such approval by the LPAC will be binding upon the Funds and the Limited Partners. Certain LPAC members may have direct or indirect interests in the activities of certain Funds or investments, including preferential economics or the right to receive a portion of carried interest. Consequently, the LPAC for any particular Fund may be influenced to decide on a particular matter on the basis of interests that may not align with those of Limited Partners. LPAC members may also receive information regarding proposed investment activities of the Funds that is not generally available to the public or to other Limited Partners. Moreover, certain Funds’ LPACs may be subject to majority control by a single limited partner or by a small number of limited partners whose collective assets comprise a large portion of a Fund’s capital commitments. There will be no obligation on the part of any LPAC member to make available for use by the Funds any information or strategies known to or developed by it and, in certain cases, they may be prohibited from doing so. Travel Expenses The Funds will reimburse Madryn and its affiliates for out-of-pocket travel expenses, including, without limitation, air travel (the cost of which may not exceed first or business class), car services, meals and hotels (which may include luxury class accommodations), incurred in holding, developing, identifying, evaluating, negotiating, making, structuring, conducting due diligence, acquiring, monitoring, selling and otherwise disposing of the Funds’ investments, the offering of interests in the Funds and otherwise in connection with the business of a Fund. Moreover, Madryn and its affiliates can be expected to receive certain intangible or other benefits arising or resulting from their activities on behalf of the Funds which will not be shared with the Funds, its Limited Partners or the portfolio companies. For example, airline travel or hotel stays incurred as Fund expenses typically result in “miles” or “points” or credit in loyalty/status programs, and such benefits or amounts will, whether or not de minimis or difficult to value, inure exclusively to Madryn even though the cost of the underlying service is borne by the Fund or the portfolio companies or potential portfolio companies. Service Providers and Suppliers Madryn will from time to time engage service providers in connection with the operations of the Funds. The Funds’ service providers may be service providers to Madryn and its affiliates. In addition, one or more of the Funds’ or Madryn’s service providers may be investors in the Funds and/or sources of investment opportunities for the Funds. These factors may influence Madryn in deciding whether or not to select any particular service provider for the Funds. Certain service providers provide goods or services to or have business, personal, financial or other relationships with Madryn. Certain Madryn Employees may have ownership or other economic interests in certain service providers to the Funds. These relationships may influence Madryn in deciding whether to select or recommend such a service provider to perform services

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Brokerage While the origination and consummation of private investment opportunities for Clients does not generally involve broker-dealers or the payment of commissions or similar fees, Madryn will cause the Funds from time to time to purchase or sell publicly-traded securities on the secondary market. Under such circumstances, Madryn will seek to achieve “best price and execution” such that the Funds’ total costs or proceeds in each transaction are the most favorable under the circumstances. While this duty generally begins with a requirement that Madryn obtain the best price available for the securities in each transaction, Madryn may take into account a number of factors, including a broker’s trading expertise, reliability, responsiveness, reputation, execution, clearance, settlement and error correction capabilities, and the value of research it provides. When executing a transaction in any investment with or for the Funds, Madryn will take all reasonable steps to monitor the quality of execution, to ensure that the counterparty is reliable, and to ensure that that the terms and circumstances of the transaction are the best available on the relevant market at the time of execution for transactions of the same size and nature. The Firm does not enter into soft dollar arrangements in respect of transactions for the Funds. Cross Trades Between Clients Season and Sell Transactions. Due to certain legal and regulatory restrictions, offshore Funds may not always be able to directly invest in a loan opportunity at the time of its origination and will be required to wait until a certain period of time has passed (the “Seasoning Period”), while onshore Funds can originate loan opportunities. Upon expiration of the Seasoning Period, Madryn may instruct the onshore Funds to sell a portion of that loan investment opportunity to the offshore Funds. During the Seasoning Period, the onshore Funds will own a larger position than intended for investment and the offshore Funds will not have any interest in the investment. The onshore Funds therefore bear the full risk of the investment until such time as the relevant portion is sold to the offshore Funds. When engaging in a Season and Sell transaction, Madryn must i) obtain an independent third-party valuation appraisal and ii) observe a mandatory 90 day holding period prior to sale. No Season and Sell transaction will be considered to be a mandatory trade prior to the expiration of the holding period. Madryn’s intention is to provide both onshore and offshore Funds with roughly equivalent investments; however, there is no obligation on behalf of the offshore Funds to purchase the security at the end of the holding period. Should the respective loan default during the Seasoning Period, all downside risk rests with the onshore Funds. Offshore Funds will not participate in seasoned deals that are in default. To reimburse the onshore Funds for the opportunity cost of the capital intended for the offshore Funds, offshore

Funds will pay interest on the transaction to the onshore Funds at market rates to be determined at the time of the transaction. In addition, in the event due diligence costs are incurred in connection with the loan originations; these costs would be borne by the domestic Funds and would not be allocated or shared in by the offshore Funds. Other Cross Transactions. Other than as described above with respect to a Season and Sell Transaction, where appropriate and believed to be in the best interest of both clients, Madryn could cause one Fund to purchase a security or other investment from, or sell a security or other investment to, another Fund (a “Cross Transaction”). The value of any positions that are purchased or sold pursuant to a Cross Transaction will be determined in a manner that is consistent with Madryn’s valuation and cross-trade policies. In particular, the Firm will seek to ensure that the transaction is: i) in the Firm’s judgment, in the best interests of each Fund involved in the transaction; and ii) in compliance with any investment guidelines or restrictions for these Funds. In effecting these transactions, Madryn will seek to ensure that the purchase or sale is effected at a price that is comparable to what price could be obtained through an arm’s-length transaction with a third party and that is otherwise fair to both parties, and generally anticipates that it will obtain an independent third-party valuation appraisal in furtherance of this objective. The Firm will maintain documentation to memorialize the rationale for the transaction and for determining fairness in pricing. To the extent required by the Advisers Act and/or relevant Fund governing documents, Madryn will obtain the written consent of the relevant Funds (which in certain circumstances will be from a Fund’s Advisory Committee) prior to effecting the Cross Transaction.

Madryn and/or one or more of its Funds have entered into a marketing arrangement with a third party placement agent with respect to the sale of interests in the Funds. Such third party placement agent is compensated on the basis of the aggregate dollar amount of Fund interests purchased by limited partners

who have been identified by the placement agent, at no cost to the investors in the Fund. Madryn and its related persons do not otherwise compensate any individual or entity for client referrals. Aside from the management, incentive, and agency fees outlined in Items 5 and 6, respectively, Madryn does not receive any other compensation resulting from the provision of advisory services to Clients.

Neither Madryn nor its employees have been involved in any legal or disciplinary events in the past ten (10) years that would be material to a Client’s evaluation of the Firm or its personnel.

The Firm has established an Investment Committee which is responsible for all formal decision-making regarding investments. On a day-to-day basis, the investment team is responsible for working with the portfolio company’s management and monitoring of the Funds’ investments. Investors in the Funds will receive quarterly financial statements along with a commentary on the current events in the portfolio and in the markets in general. Investors will also be provided with audited annual financial statements no later than 120 days after the conclusion of the Funds’ fiscal years, pursuant to Rule 206(4)-2 under the Advisers Act. As previously noted, Madryn has entered into side letter agreements with certain large and strategic investors that provide such investors with additional notification and disclosure rights. By virtue of these arrangements, certain investors may have more information and reporting available to them than other investors. However, there are no preferential terms regarding liquidity.

With the exception of certain investments in “privately offered securities” in accordance with Rule 206(4)2 under the Advisers Act and relevant SEC guidance, Madryn does not take or maintain physical custody of any Client cash or securities and conducts all business operations such that Client cash and securities are preserved in the safekeeping of an independent custodian. Clients receiving statements directly from such custodians should carefully review those statements and should carefully compare such statements to any reports sent by Madryn. Madryn and/or its affiliates may be deemed to have custody of the assets and securities of the Funds by virtue of their status as an investment manager, manager, or general partner of the Funds. To ensure compliance with Rule 206(4)-2 under the Advisers Act, the Funds are subject to an annual audit in accordance with generally accepted auditing standards and the audit reports are issued in accordance with US GAAP by an independent public accountant registered with and subject to regular inspection by the Public Company Accounting Oversight Board. The relevant audited financial statements are distributed to each investor via each Fund’s third party administrator within 120 days of the Funds’ fiscal year end. In addition, the Funds are subject to audit upon liquidation and the liquidation audit is provided to investors promptly after its completion.

In accordance with the terms and conditions of the pertinent offering documents and Advisory Agreements of the Funds, Madryn generally has discretionary authority to determine, without obtaining specific consent from the Clients, their directors or investors, the securities, other financial instruments and the amounts to be bought or sold thereof on behalf of the Client accounts, and to implement the day-to-day investment decisions for Client accounts. Investors in the Funds generally do not have the ability to impose limitations on Madryn’s discretionary authority. With specific regard to MSO, however, Madryn is contractually obligated to obtain approval from MSO’s limited partner advisory committee prior to allocating certain investment opportunities to MSO.

The Firm has implemented written policies and procedures governing the voting of proxies; however, the types of securities in which Madryn typically invests are not expected to require proxy votes. However, where there are situations in which Madryn is eligible to provide input or vote on aspects of an investment, Madryn shall act in the best interests of its Clients. The Firm maintains a record of all proxy votes cast on

behalf of Clients. Clients may contact Madryn for more information with regard to its proxy voting practices and policies.

Madryn has never declared bankruptcy and is not aware of any financial condition that may be reasonably expected to impact its ability to manage its Clients’ accounts.