Broadwood Capital Inc

Item 5. Fees and Compensation

Asset-Based Compensation

Each investor in BPLP is charged a management fee based on the value of such investor’s capital account
at an annual rate of 1% per annum (the “Management Fee”), as described in the Partnership’s Confidential
Private Placement Memorandum. The Management Fee is charged in an amount equal to one quarter of
1% (0.25%) each quarter in arrears.

If the investment management agreement between BPLP and the Adviser is terminated during a quarter,
the Management Fee will be calculated as of the termination date and prorated for the number of days
during the quarter in which the investment management arrangement was in effect.

The Management Fee may be reduced or waived at the discretion of the Adviser, as described in the
Partnership’s Confidential Private Placement Memorandum.

Incentive-Based Compensation

The Adviser also receives a quarterly incentive allocation (“Quarterly Incentive Allocation”) equal to 20% of
the net capital appreciation (both realized and unrealized) of the assets of the Partnership, subject to a
“high water mark” calculation.

The Quarterly Incentive Allocation may be reduced or waived at the discretion of the Adviser, as described
in the Partnership’s Confidential Private Placement Memorandum.

Fixed Fee

The Non-Discretionary Advisory Account pays the Adviser a quarterly fee of $75,000 (the “Fixed Fee”).
The Fixed Fee is paid in advance. If the investment advisory agreement between the Non-Discretionary
Advisory Account and the Adviser is terminated during the quarter, the Fixed Fee will be prorated for the
number of days during the quarter in which the investment advisory agreement was in effect. The Adviser
does not deduct the Fixed Fee from the Non-Discretionary Advisory Account. Rather, the Adviser bills the
Non-Discretionary Advisory Account.

The Fixed Fee is negotiated with the Non-Discretionary Advisory Account.

Operational Expenses

In addition to paying the Management Fee and the Quarterly Incentive Allocation, the Partnership will be
responsible for all of the ordinary and necessary expenses of its operation including, without limitation,
brokerage commissions, insurance premiums, legal and auditing expenses, consultant and other service
provider expenses, and similar ongoing operational expenses. Please refer to Item 12 of this Firm Brochure
for a discussion of the Adviser’s brokerage practices. The Partnership assets may be invested in money
market mutual funds, ETFs or other registered investment companies. In these cases, the Partnership will
bear its pro rata share of the investment management fee and other fees of these investment funds, which
are in addition to the Management Fee paid to the Adviser. The Adviser guarantees that the total expenses
of the Partnership for any fiscal year, exclusive of the Management Fee, taxes, interest, brokerage fees
and any extraordinary non-recurring expenses (other than organizational and syndication expenses),
including litigation affecting the Partnership, will not exceed, and the Adviser undertakes to refund to the
Partnership any amount by which such expenses will exceed, one percent (1%) of the Partnership's annual
average net assets, such average net assets to be computed by averaging the net assets as of the end of
each fiscal quarter.

All expenses of the Non-Discretionary Advisory Account (with the exception of services of the Adviser which
shall be rendered at the Adviser’s own expense), including, but not limited to expenses relating to the
execution of investments, shall be paid by the Non-Discretionary Advisory Account.

Item 7. Types of Clients

The Adviser’s clients consist of the Partnership and the Non-Discretionary Advisory Account, each of which
are private investment funds. The Adviser, however, is not precluded from advising types of clients that
are not listed above.

Under the terms of BPLP’s Limited Partnership Agreement, the minimum initial investment for BPLP is
$250,000, subject to waiver at the discretion of the Adviser. In recent years, the Partnership generally has
accepted initial investments when there is a commitment to invest at least $1,000,000.

The Adviser does not anticipate accepting any other clients in addition to BPLP and the Non-Discretionary
Advisory Account.