Baker Street Capital Management LLC

ITEM 5: FEES AND COMPENSATION

Private Investment Funds

A. Types of Fees

Under Adviser’s investment management agreement with each Fund, Adviser will receive an annual
management fee equal to a percentage, typically between 1% and 2%, of the account balance of each
Fund investor. Adviser, in its discretion, may waive or reduce the management fee as to all or any of the
investors in the Fund or agree with an investor to waive or alter the management fee as to that investor.

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Under each Fund’s governing documents, Baker Street Capital GP LLC (“General Partner”), an affiliate
of Adviser organized in Delaware, will receive annual performance-based compensation in arrears equal
to a percentage of the net capital appreciation (i.e., capital appreciation less capital depreciation) of each
investor’s account in a Fund. The performance-based compensation is allocable only if, and to the extent
that, the net capital appreciation of the investor’s account exceeds any net capital depreciation
accumulated in prior years (as adjusted for withdrawals of capital) (a “high water mark”). General
Partner, in its discretion, may waive or reduce the performance-based compensation as to all or any of the
investors in the Fund or agree with an investor to waive or alter the performance-based compensation as
to that investor.

B. Payment Method

The management fee will be paid by each Fund quarterly in arrears by deduction from each investor’s
account in the Fund on the last business day of the calendar quarter. The performance-based
compensation is reallocated from each investor’s account in the Fund to General Partner’s account on
December 31 (or the closest business day prior to December 31) for the 12-month performance period
ending on the prior calendar year for each year in which performance-based compensation is earned. If
an investor redeems all or any portion of its interests in a Fund on a date other than the end of a calendar
quarter, a prorated management fee will be deducted from the redemption proceeds for the period from
the preceding quarter-end to the date of redemption. If an investor redeems all or any portion of its
interests in a Fund on a date other than December 31, reallocation of the performance-based
compensation to General Partner will be made on the redemption proceeds for the period from the
January 1 in the year of the redemption to the date of redemption.

C. Costs and Expenses

Each Fund bears all expenses of its organization and operation, expenses incurred in the purchase and sale
of investments, and accounting fees, as determined by Adviser. Such expenses include but are not limited
to: (i) due diligence expenses; (ii) expenses related to accounting, administration, auditing and
bookkeeping; (iii) legal and extraordinary expenses (including, without limitation, any fees and expenses
of counsel and other expenses incurred in connection with the prosecution or defense of any claim);
(iv) fees for accountants, consultants and other professionals or experts (including, without limitation, any
allocable share of overhead expenses relating to any consulting activities); (v) travel and other out-of-
pocket expenses (including, without limitation, Adviser’s out-of-pocket travel expenses incurred in
connection with research of investment opportunities for a Fund); (vi) transaction-related expenses and all
investment expenses relating to the acquisition of securities and other investments (including broken trade
and broken deal fees); (vii) insurance premiums and regulatory and compliance fees, costs and expenses,
and (viii) other expenses reasonably relating to the purchase, sale, holding or enhancement of a Fund’s
assets (including brokerage commissions and custodian fees). Fund investors may also indirectly bear a
portion of any fees or expenses charged by investment funds (including mutual funds or other hedge
funds) in which the Fund invests or other investment managers to which Adviser allocates a portion of
Fund assets. Adviser or General Partner, each at its discretion, may choose to pay or reimburse the Fund
for all or any portion of such expenses. In such event, Adviser or General Partner may be reimbursed at a
later date by the Fund for such expenses borne by Adviser or General Partner. For additional information
regarding brokerage and execution fees, see Item 12 below.

D. Refunds

Since advisory fees are paid in arrears, no refunds will be made by Adviser or General Partner if an
investor withdraws from a Fund or redeems its shares before the end of a calendar quarter.

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E. Sales Compensation

Neither Adviser nor General Partner will receive sales commissions in connection with sales of interests
in a Fund.

Individually Managed Accounts

In the event that Adviser offers advisory services to Accounts, the following will apply:

A. Types of Fees.

Fees paid to Adviser by Account clients will be negotiable and will vary. Fees will be set forth in the
Account Agreement with each client and determined based on the client’s needs, the complexity of the
client’s investment objective and the number of portfolio restrictions.

Under an Account Agreement, Adviser may receive an annual management fee from the Account client
equal to a percentage of the fair market value of the assets under management in the Account. Adviser
may also receive annual performance-based compensation in arrears equal to a percentage of the net
capital appreciation (i.e., capital appreciation less capital depreciation) of the assets held in the Account of
a client that is eligible to enter into a performance compensation arrangement under the Advisers Act.
The performance-based compensation will be payable only if, and to the extent that, the net capital
appreciation of Account assets exceeds any net capital depreciation accumulated in prior years.

B. Payment Method
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ITEM 7: TYPES OF CLIENTS

Private Investment Funds

Adviser organized and serves as investment manager to the following Funds: Baker Street Capital, L.P., a
Delaware limited partnership (the “Master Fund”), Baker Street Capital US, L.P., also a Delaware limited
partnership (the “U.S. Fund”), Baker Street Capital Offshore, L.P., an exempted limited partnership
registered under the laws of the Cayman Islands (the “Offshore Fund”), and Baskerville SPV, L.P., also
an exempted limited partnership registered under the laws of the Cayman Islands (the “SPV”). The U.S.
Fund and the Offshore Fund (collectively, the “Feeder Funds”) invest substantially all of their assets in
the Master Fund, which has an identical investment objective as the Feeder Funds. The SPV is a special
purpose vehicle that holds specific types of investments that are made available to a limited number of
investors. General Partner acts as the general partner for the Master Fund, the SPV, and each of the
Feeder Funds. For federal income tax purposes, the Offshore Fund invests indirectly in the Master Fund
through Baker Street Capital, Ltd., a blocker entity incorporated as an exempted company under the laws
of the Cayman Islands and controlled by Vadim Perelman. Investors are only permitted to acquire
interests in the Feeder Funds.

Adviser generally requires investors in a Fund to make a minimum initial investment of at least
$5,000,000 and to maintain a minimum account balance of $5,000,000 in the Fund. U.S. investors
generally must be “accredited investors” under Regulation D who are eligible to enter into a performance-
based compensation arrangement under the Advisers Act. Adviser generally requires Fund investors to
make representations concerning their financial sophistication and ability to bear the risk of loss of their

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entire investment in the Fund. The minimum contribution and investor requirements may be waived by
Adviser in its sole discretion.

Individually Managed Accounts

If the Adviser offers advisory services to Accounts, Adviser will generally require individually managed
account clients to initially provide and maintain a minimum of $5,000,000 in assets under management.
Those clients generally will have to be eligible to enter into a performance-based compensation
arrangement under the Advisers Act. The account minimum may be waived by Adviser in its sole
discretion.