Consonance Capital Partners LP

Item 5 – Fees and Compensation
Management Fees

The Adviser receives a management fee from the Main Funds, the Continuation Funds, and the PV Funds in
amounts ranging from 1-2% per annum (the “Management Fee”), which is paid quarterly in advance. The
Management Fee is based on the aggregate commitments of investors or the adjusted cost of all unrealized
investments, as applicable, taking into account permanent write-downs and write-offs of such investments, as
described in the applicable Fund Documents. The co-invest vehicles, blocker vehicles, and the Friends and
Family Feeder Funds do not pay a management fee.

Management Fees and advisory fees, as described further below, applicable to the Funds are paid quarterly in
advance and are deducted from investors’ capital contributions. Investors are not permitted to withdraw from
the Funds, and may not sell or transfer any of their interest in the Funds without the prior written consent of
the Adviser or its affiliates. As such, the ability to refund a fee is not relevant to investors.

Expenses

The Funds, subject to the relevant Fund Documents, generally will pay all expenses relating to the operation,
winding up and liquidation of the Funds and proposed or actual investments (whether or not consummated),
including, but not limited to, expenses of counsel, consultants or advisers (but excluding Operating Council
members and members of the Senior Advisory Board (“OC/SAB members”) acting in their capacity as
OC/SAB members), accountants, and custodians, travel (including first class travel), and related expenses
incurred in connection with transactions (whether or not consummated), portfolio monitoring expenses, any
insurance (including, but not limited to, D&O, E&O, and cybersecurity), indemnification or litigation
expenses, any principal, interest, fees (including, without limitation, commitment, arrangement, set-up,
administration, placement and other similar fees) and any other obligations or expenses of any lender or other
financing source or otherwise arising out of any indebtedness incurred by the Funds, and any taxes, fees or
other governmental charges levied against the Funds. See Item 12 for a description of the Adviser’s brokerage
practices.

The Funds will also bear the offering and organizational expenses (if any) incurred in the formation of the
Funds including, but not limited to, legal and accounting expenses, and travel expenses (including first class
travel). With respect to the Main Funds, such offering and organizational expenses are subject to a cap as set
forth in the applicable Fund Documents. Offering and organizational expenses in excess of such amounts,
together with any placement agent fees, will be borne by the respective Main Fund, subject to a 100% offset
against its Management Fee (if any).

The blocker vehicles and co-invest vehicles pay all of their expenses related to their operations, such as audit
fees and tax expenses. These co-invest vehicles only invest in a single portfolio company, at the same time as
the relevant Fund, and therefore do not pay any broken deal expenses and/or other expenses such as
subscription credit facility fees and expenses, which are generally allocated entirely to the applicable Fund
that is the borrower under such facility.

The Adviser (or its affiliate) is entitled to receive topping, break-up, monitoring, directors’, organizational,
set-up, advisory, investment banking, underwriting, syndication, and other similar fees in connection with the
purchase, monitoring, or disposition of investments or from unconsummated transactions, including warrants,
options, derivatives and other rights, in each case valued as of the grant date. These fees will first be applied
to reimburse the Adviser or its affiliate for their unreimbursed out-of-pocket expenses in connection with the
transaction giving rise to such fees and 100% of the Funds’ pro-rata share of the balance, if any, net of any
unrecouped fees and expenses for transactions not consummated and other Fund expenses that the Adviser or
its affiliates have elected to pay, will be applied to reduce the subsequent installments of the Management

Form ADV Part 2A: Consonance Capital Partners, LP Brochure

Fee.

In certain limited circumstances, monitoring fee arrangements with portfolio companies have in the past and
may in the future include provisions that permit acceleration of monitoring fees upon certain events, such as
the initial public offering or strategic sale of a portfolio company. These acceleration provisions typically
require a termination payment by the portfolio company, which often reflects the net present value at the time
of the termination of the fees that would have been payable for the remaining term of the agreement. Because
the monitoring agreements with portfolio companies often have prolonged terms, the effects of such
acceleration is often substantial.

Any Funds that do not pay a Management Fee, such as the co-invest vehicles, the Friends and Family Feeder
Funds, and the blocker vehicles, will not receive the benefit of any offset.

The Adviser and its affiliates from time to time will incur fees, costs and expenses on behalf of more than one
Fund, portfolio company and/or the Adviser. In that event, expenses are allocated in the Adviser’s good faith
discretion with a view to being fair and reasonable and having regard to all relevant and available information,
including the extent to which the relevant entity(ies) or group(s) required or benefitted from the goods or
services giving rise to the expense and whether all or a portion of a multiple-purpose expense should be viewed
as overhead and absorbed by the Adviser.

In certain instances, the Adviser and/or its personnel receive certain intangible and/or other benefits arising
or resulting from their activities on behalf of the Funds that will not be subject to the Management Fee offset
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Item 7 – Types of Clients
The Adviser provides investment advisory services to the Funds, which are pooled investment vehicles and
co-investment vehicles organized and operating as private funds as defined in the Investment Company Act
of 1940, as amended.

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 minimum capital commitment of an investor in each Fund (excluding the co-investment vehicles) is
$5,000,000, although lesser commitment amounts have been and may in the future be accepted in the
discretion of the Adviser (or its affiliate).