Certares Management LLC

Fees and Compensation
Certares Management
          Management Fees
          Certares Management is paid management fees (described as “Overhead Funding” in the Certares
          Holdings I formation documents) by the Certares Holdings Funds. In general, each Certares
          Holdings Fund pays Certares Management a per annum fee of up to 2.0% of the aggregate capital
          commitments by investors in each Certares Holdings Fund (other than by persons affiliated with
          Certares Management). Such fees are payable by the Certares Holdings Funds to Certares
          Management quarterly in advance. In the event the management agreement is terminated prior to
          the end of a quarter, Certares Management will refund that portion of the management fees
          allocable to the remaining portion of such quarter.
          Detailed information regarding the management fees borne by investors in the Certares Holdings
          Funds is disclosed in the relevant offering documents and formation agreements of the applicable
          Certares Holdings Fund.
          Portfolio Company and Legacy Fee Offset
          Certares Management or its affiliates may earn monitoring fees from portfolio companies owned
          by a Certares Holdings Fund as well as closing, transaction and other similar fees upon completion
          of an acquisition or disposition of a portfolio investments for a Certares Holdings Fund. The
          proportion of such fees borne indirectly by the applicable Certares Holdings Fund are applied as an
          offset to the management fees otherwise payable by such Certares Holdings Fund.
          In addition, Certares Management or its affiliates currently receive monitoring fees from an existing
          investment unrelated to Certares Holdings in Guardian Alarm. Certares Management expects to
          continue earning such fees until such investment is sold. Such fees are applied as an offset to the
          management fees payable by Certares Holdings I (but not Certares Holdings II).
          Expenses
          In addition to management fees and performance fees (described below), investors in a Certares
          Holdings Fund indirectly bear the costs and expenses charged to such Certares Holdings Fund.
          Each Certares Holdings Fund is responsible for all expenses of its business and operations, other
          than Certares Management Expenses (as defined below), as set forth more fully in the formation
          agreements of each Certares Holdings Fund.
          The following are “Certares Management Expenses”, all of which are borne by Certares
          Management: (i) any costs and expenses of providing to a Certares Holdings Fund any office space,
          furniture, fixtures, equipment, facilities, supplies and necessary ongoing overhead support services
          for operations of such Certares Holdings Fund; (ii) the compensation of the personnel working for
          Certares Management and its affiliates including salaries and employee benefits; (iii) costs of
          regulatory compliance by Certares Management and its affiliates that is not specifically related to
          a Certares Holdings Fund and its operations; and (iv) any expenses in support of the activities of
          Certares Management, such as insurance or fees or expenses of third party advisors, consultants or
          other service providers unrelated to the business of the Certares Holdings Funds.
Certares Opportunities
          Management Fees

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          Certares Opportunities receives a management fee from CK Opportunities as described in its
          formation documents. In general, CK Opportunities pays a per annum management fee of 1.5% of
          invested capital (which is the amount of outstanding capital contributions made by investors in CK
          Opportunities (other than by persons affiliated with Certares or Knighthead Capital Management,
          LLC) plus the amount drawn down from any subscription facility); provided that such fee will be
          reduced to 1.0% per annum with respect to investors who commit to invest $100 million or more
          to CK Opportunities. One-half of such fees are payable to Certares Opportunities and one-half are
          payable to Knighthead Capital Management, LLC. Such fees are payable quarterly in advance. In
          the event the management agreement is terminated prior to the end of a quarter, Certares
          Opportunities will refund that portion of the management fee allocable to the remaining portion of
          such quarter.
          Detailed information regarding the management fee borne by investors of CK Opportunities is
          disclosed in the relevant offering documents and formation agreements of CK Opportunities.
          Expenses
          In addition to management fees and performance fees (described below), investors in CK
          Opportunities indirectly bear the costs and expenses charged to CK Opportunities. CK
          Opportunities is responsible for all expenses of its business and operations, other than the following
          ordinary day-to-day expenses incidental to the administration of CK Opportunities: (i) all costs and
          expenses of providing to CK Opportunities and its investment managers the office space, facilities,
          utility service, employee insurance, supplies and necessary administrative and clerical functions
          connected with CK Opportunities’ business and (ii) all costs relating to the compensation of their
          employees.
Certares Real Estate
          Management Fees
          Certares Real Estate receives a management fee from the Certares RE Funds as described in its
          formation documents. In general, each Certares RE Fund pays a per annum management fee of
          1.5% of capital commitments by investors in each Certares RE Fund (other than by persons
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Types of Clients
Certares provides investment advisory services solely to investment funds (the Certares Holdings Funds,
Certares Opportunities and the Certares RE Funds) exempt from registration with the U.S. Securities and
Exchange Commission.
Investment in the Managed Funds is generally limited to investors that meet certain financial sophistication
requirements. Investors typically must be (i) “accredited investors” within the meaning of Regulation D
under the Securities Act of 1933, as amended, and (ii) “qualified purchasers” within the meaning of the
Investment Company Act of 1940, as amended (the “1940 Act”). Certain Certares employees who qualify
as “knowledgeable employees” under Rule 3c-5 of the 1940 Act are also permitted to invest directly or
indirectly in Certares-managed funds. Investors considering an investment in a Managed Fund should
consult with their own investment, tax and/or legal consultants prior to investing.

Methods of Analysis, Investment Strategies and Risk of Loss
Certares adheres to an investment process that includes: (i) proactive sourcing; (ii) a stringent due diligence
and approval process; and (iii) active oversight and support. Certares’ team of investment professionals
takes an active role in all phases of Certares’ investment process.
In evaluating potential investment opportunities, Certares analyzes the target's historical financial
performance, including but not limited to sources of revenue, cost structure, margin profile, capital intensity
and strategic positioning. Certares also evaluates the target’s management team, shareholding and capital
structure (before and after investment from Certares) and the defensibility and growth prospects based on
the target’s competitive positioning in the industry segments in which it participates. Certares performs a
risk analysis, including but not limited to the target’s legal contracts and obligations, insurance coverage,
governance structure, employee practices and key employees. Certares professionals structure its
investments to balance growth opportunities with risk mitigation, including but not limited to shareholder,

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governance and other oversight rights and implementing a capital structure that suits the target’s long-term
strategic plan while protecting such investment if the target does not meet its plan.
Acquiring an interest in a Certares-managed fund involves a number of risks. An investment in such a fund
may be deemed a speculative investment and is not intended as a complete investment program. It is
designed for sophisticated investors who fully understand and are capable of bearing the risk of such
investment. No guarantee or representation is made that such funds will achieve the investment objective
or that investors will receive a return of their capital.
A brief overview of some of the prominent risks related to Certares’ investment strategy is outlined below:
Risks of Investments in the Travel, Tourism, Hospitality and Travel-Related Industries
Investments in the travel, tourism, hospitality and travel-related industries may be adversely affected by
events beyond the control of Certares. Such investments may be susceptible to the effects of “Acts of God,”
including earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters, electricity
shortages, war or other armed conflict or other national or local emergencies, and Certares-managed funds
and their portfolio companies may not have adequate insurance against such events. In particular, portfolio
investments may be affected by political instability and acts of terrorism, whether global or country-
specific, that could cause direct damage to its or a portfolio company’s assets, materially adversely affect
the tourism industry in one or more countries where the portfolio companies are located, or materially
adversely affect the travel industry generally, in each case negatively impacting returns. These events
cannot be predicted with any certainty and may have a significant material adverse effect on investors.

Long-Term Investments and Illiquid Securities
Capital and profits, if any, from a portfolio investment generally will only be realized upon the partial or
complete disposition of that portfolio investment. While a portfolio investment might be sold at any time,
Certares expects that portfolio investments will be held for a number of years. In addition, in some cases
Certares-managed funds may be prohibited by contract from selling certain securities for a period of time.
It is unlikely that there will be public markets for the securities held by Certares-managed funds at the time
of their acquisition.

Limited Number of Investments/Diversification
Certares-managed funds may make only a limited number of portfolio investments, and as a consequence,
the unfavorable performance of one or a small number of sizeable portfolio investments may have a material
adverse effect on the value of such funds.

Foreign Currency and Exchange Rate Risks
Some portfolio investments may not be denominated in US Dollars. Changes in foreign currency exchange
rates may affect the value of portfolio investments. Moreover, Certares-managed funds will incur costs in
connection with conversions between various currencies. Such funds may conduct foreign currency
exchange transactions in anticipation of funding investment commitments or receiving proceeds upon
dispositions, but they will ordinarily not attempt to hedge currency risks over the long term.

Certares-managed funds will also be exposed to indirect operational exchange rate risks whereby the overall
performance of portfolio companies and their ability to meet loan payments or other financial performance
expectations may be significantly hindered because of changes in exchange rates.

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Broken Deal Expenses
Some investments require extensive due diligence activities prior to acquisition, the expenses relating to
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