Deep Track Capital LP

Item 5. Fees and Compensation
Deep Track will be entitled to the fees, including Management Fees, Incentive Allocation and
Carried Interest, and the reimbursement of expenses as provided in the governing documents of the
Funds.

Management Fee
Deep Track will receive a quarterly management fee (the “Management Fee”) from the Flagship
Fund paid in advance of each fiscal quarter, generally 200 basis points annually of assets under
management, with founding investors in the Feeder Funds being charged a reduced rate, which
may vary depending on the size of their investment maintained in the Flagship Funds. Deep
Track will receive a Management Fee from the Special Opportunities Fund of 200 basis points
annually based on “invested cost”, paid at the beginning of each fiscal quarter.

In the sole discretion of Deep Track, the Management Fee may be waived, reduced or calculated
differently with respect to any underlying investor of the Funds, including, without limitation, any
employee or personnel of Deep Track and their family members and estate planning vehicles. The
Flagship Fund Management Fee will be prorated and payable as of a subscription date for any
capital contribution by an underlying Feeder Fund investor that is effective as of a date other than
as of the first day of a fiscal quarter. In the event of a withdrawal by an underlying Feeder Fund
investor other than as of the last day of a fiscal quarter, Deep Track will refund an amount equal to

the pro rata portion of the Management Fee, based on the actual number of days remaining in such
fiscal quarter.

Incentive Allocation
As set forth in Item 6 below, the Flagship Fund General Partner and the Special Opportunities Fund
General Partner are eligible to receive performance-based allocations from the Funds. The Flagship
Fund General Partner is eligible to receive up to 20% of profits from the Master Fund, generally
subject to a “loss carry forward”. The Special Opportunities Fund General Partner is eligible to
receive a carried interest of 20% from the Onshore Special Opportunities Fund, subject to a waterfall
calculation. The Confidential Private Placement Memorandum (as supplemented from time to time)
(collectively, the “Offering Documents”) of each Fund include further details on fees and
compensation and related matters.

Other Fees and Expenses
Deep Track and its affiliates may be entitled to receive (i) cash and non-cash transaction, consulting,
management, investment banking, monitoring, closing and other similar fees in connection with the
purchase, monitoring or disposition of investments in the Funds’ portfolio companies, including
warrants, options, derivatives and other rights in respect of securities owned by the Funds, (ii)
topping, break-up and other similar fees payable in connection with unconsummated transactions
by the Funds and (iii) cash and non-cash directors’ fees, including warrants, options, derivatives
and other rights in respect of securities owned by the Funds, in each case, paid by a portfolio
company of the Funds. A percentage of these fees (net of out-of-pocket expenses incurred by Deep
Track or its affiliates), but excluding amounts received from co-investors and amounts received by
Consultants, will be applied to reduce the Management Fee pursuant to the relevant investment
management agreements between the Funds and Deep Track. As set forth in such agreements, such
fees, to the extent such fees are attributable to investors in the Funds that are subject to Management
Fees, are typically subject to a 100% offset against the Management Fee.

Moreover, Deep Track and its personnel can be expected to receive certain intangible or other
benefits or perquisites arising or resulting from their activities on behalf of the Funds that will not
reduce any compensation received by Deep Track from the Funds or otherwise be shared with the
Funds, their investors or the Funds’ portfolio companies. For example, airline travel or hotel stays
incurred as expenses of the Funds typically result in “miles” or “points” or credit in loyalty/status
programs, and such benefits or amounts will, whether or not de minimis or difficult to value, inure
exclusively to Deep Track or such personnel (and not the Funds, their investors or the portfolio
companies) even though the cost of the underlying service is borne by the Funds or the portfolio
companies.

Deep Track may engage and retain, from time to time, operating executives, operating partners,
executive advisors, senior advisors, special advisors, consultants and other similar professionals
who may or may not be affiliates or former employees of Deep Track (collectively, the
“Consultants”) and who are expected, from time to time, to receive payments from, or performance-
based compensation with respect to, portfolio companies (as well as from Deep Track or the Funds).
Such amounts will not reduce the Management Fee or the Incentive Allocation or Carried Interest.
Any costs or expenses of or otherwise relating to Consultants that are not otherwise paid by the

portfolio companies will generally be treated as expenses of the Funds and therefore borne by the
Funds.

Expenses
Each Fund will bear its own costs and expenses, including, without limitation, the Management
Fee (as described above) and all cost and expenses related to its operation, including, but not limited
to, all (i) expenses related to the research, due diligence, structuring, financing, refinancing,
consummation, holding, monitoring, operation or disposition of actual and prospective investments
(whether or not consummated), including, but not limited to, brokerage and prime brokerage fees,
commissions and expenses, due diligence costs, fees and expenses related to obtaining research and
market data (including, without limitation, any information technology hardware, software or other
technology incorporated into the cost of obtaining such research and market data), investment
...

Item 7. Types of Clients
Deep Track provides advisory services to private investment funds. The private investment funds
operate as pooled investment vehicles in a “master-feeder” fund structure for the Flagship Fund,
where all investable assets are invested through the Master Fund, an exempted company
incorporated under the laws of the Cayman Islands. In the Special Opportunities Fund investible
assets are invested through the Onshore Special Opportunities Fund. Investment advice is provided
directly to the Funds and not individually to investors in the Funds. Generally, the Funds require a
minimum initial subscription from investors (although Deep Track or the applicable Fund’s
directors have discretion to reduce such minimums in certain circumstances) and investors must
meet certain suitability requirements.