Consonance Capital Management LP

Item 5 – Fees and Compensation

The adviser receives a monthly investment management fee as described below from investors in the funds,
and Consonance Capital Advisors receives an allocation of profits. Please see Item 6 below for a discussion
of the performance-based allocation to Consonance Capital Advisors and Consonance Opportunity
Advisors.

Management Fees

With respect to Consonance Capital Master, Consonance Capital Onshore and Consonance Capital
Offshore, the management fee will range between 1.50% and 2.00% per annum. The fee varies between
Classes and is based on the net asset value of the Capital Account balance of each Limited Partner without
accrual of any Performance Allocation not yet earned, and payable monthly in advance as of the beginning
of each month. For Class A and H investors, the management fee will be equal to 2.00% per annum. For
Class B investors, who have aggregate balances of between $25 million and $100 million, the management
fee will range from 1.75% and 2.00% per annum, depending on the AUM of these funds. For Class O
investors, who have aggregate balances of $100 million or greater, the management fee will range from
1.50% to 2.00% per annum, depending on the AUM of these funds. The adviser, or its affiliate, may
negotiate (and has previously negotiated) different management fees at its discretion. If an investor
withdraws from a fund or the investment management agreement is terminated before the end of the month,
the adviser will refund a pro rata portion of the management fee.

For purposes of determining the management fee, all expenses and fees will be deemed to be incurred at
the Consonance Capital Master level. Consonance Capital Master will establish sub-accounts (“Consonance
Capital Sub-Accounts”) for each investor in the funds that permit Consonance Capital Master to properly
determine the management fee for each investor. Since the adviser will receive the management fee at the
master fund level, no additional fee will be paid at the fund level. The adviser may waive, reduce or rebate
the management fee with respect to any investor. The adviser has waived the management fee for affiliates
of the adviser and Consonance Capital Advisors. Management fees are deducted from the funds’ accounts.

With respect to Consonance Opportunity Master, Consonance Opportunity Onshore and Consonance
Opportunity Offshore, the management fee will range between 1.00% and 2.00% per annum. The fee varies
between series and is based on the net asset value of the Capital Account balance of each Limited Partner
without deduction of any Entity-Level Taxes (as defined in the fund’s memoranda) or any accrual of any
Performance Allocation not yet earned, and is payable monthly in advance as of the beginning of each
month. For Series A investors, the management fee will be equal to 1.5%. For Series B investors, the
management fee will be equal to 2.0%. For Series C investors, the management fee will be 1.0%. The
adviser, or its affiliate, may negotiate (and has previously negotiated) different management fees at its
discretion. If an investor withdraws from a fund or the investment management agreement is terminated
before the end of the month, the adviser will refund a pro rata portion of the management fee.

For purposes of determining the management fee, all expenses and fees will be deemed to be incurred at
the Consonance Opportunity Master level. Consonance Opportunity Master will establish sub-accounts
(“Consonance Opportunity Sub-Accounts”) for each investor in the funds that permit Consonance
Opportunity Master to properly determine the management fee for each investor. Since the adviser will
receive the management fee at the master fund level, no additional fee will be paid at the fund level. The
adviser may waive, reduce or rebate the management fee with respect to any investor. The adviser has
waived the management fee for affiliates of the adviser and Consonance Capital Opportunity Advisors.
Management fees are deducted from the funds’ accounts.

Management fees for the managed account are paid quarterly in arrears. The management fee is individually
negotiated between the adviser and the managed account.

The adviser will bear all of its own normal and recurring operating expenses incurred in connection with
the investment management services that it will provide to the clients.

Expenses

Each fund bears the legal, accounting and administrative expenses associated with the organization of the
fund and the ongoing offering of the interests or shares of the fund. Each fund also bears all costs and
expenses related to its investments and its operations, including, without limitation, brokerage and other
transaction costs, clearing and settlement charges, trade break fees, consulting expenses, legal fees and
other expenses in connection with conducting due diligence and negotiating the terms of certain
investments, custodial fees, initial and varying margin interest and commitment fees on debit balances or
borrowings, stock borrowing fees and proxy solicitation expenses, legal expenses, audit and tax preparation
expenses, accounting fees, fees and expenses of an administrator, insurance expenses including costs of any
liability insurance obtained on behalf of the funds, indemnification expenses, the management fee,
regulatory costs and expenses (including filing and license fees), any issue or transfer taxes chargeable in
connection with any securities transactions, any entity level withholding taxes and fees, costs of litigation
or investigation involving the fund activities, and any extraordinary expenses. The funds will also pay for
trade errors unless these errors involve willful misconduct or gross negligence on the part of the adviser in
the performance of its services.

Consonance Capital Onshore and Consonance Capital Offshore will also be responsible for their pro rata
...

Item 7 – Types of Clients

The adviser provides investment advice to the funds, as described above in Item 4. The adviser may consider
fund clients if they have sufficient assets to carry on their potential investment program.

The funds will offer interests only to certain qualified investors who meet qualification requirements under
applicable securities laws and other laws. Admission to the funds is not open to the general public.

The funds have also set minimum requirements and minimum investment amounts for investors. The
minimum initial investment with respect to the funds is $1,000,000. The funds have accepted contributions
of a lesser amount, at the sole discretion of the adviser and/or Consonance Capital Advisors and/or
Consonance Capital Opportunity Advisors.

The adviser also provides investment advice to the managed account. It should be noted that the managed
account relationship is individually negotiated and subject to an account minimum.