Driftwood Advisors LLC

Item 5 - Fees and Compensation

Advisory and Other Compensation

As compensation for investment advisory services rendered to the Funds, the Adviser receives from
each of the Funds a management fee and other compensation, as further described in the applicable
Governing Documents (the “Management Fee”) and as described generally below.

Management Fees

Each of the Driftwood Funds pay the Adviser or an affiliate thereof an annual Management Fee for
management and administrative services, payable quarterly in advance. The Management Fee ranges
from 2% to 4% of such Driftwood Fund’s net asset value as further set forth in the applicable
Driftwood Funds’ Governing Documents.

Each of the Credit Funds pay the Adviser or an affiliate thereof an annual Management Fee of 1.50%
for management and administrative services, payable quarterly in advance and is based on either
aggregate commitments to or net asset value of such Credit Fund as further set forth in the applicable
Credit Funds’ Governing Documents.

The Adviser or the applicable General Partner of a Fund may, in its discretion, waive all or a portion
of the Management Fee with respect to any investor in the Funds, including certain or all of the related
parties of the Adviser.

Additional Fees

   Structuring Fee - As compensation for structuring the Formation Transactions (as defined in Item 2
   above), the Driftwood Funds paid the Adviser a structuring fee on the Merger Date of the Formation
   Transactions, which was paid in a combination of cash and limited partnership interests in the
   Driftwood Funds (the “Structuring Fee”).

   EB-5 Investment Vehicles and Qualified Opportunity Funds Driftwood Capital manages certain EB-5
   investment vehicles (each, an “EB-5 fund”) and qualified opportunity funds (each, a “QOF”) that co-
   invest in properties owned and managed by one or more of the Prior Advisory Clients. In connection
   with such EB-5 funds and QOFs, Driftwood Capital (or an affiliate) earns management fees and other
   economic benefits that are paid by the investors in such vehicles and not paid by the applicable Prior
   Advisory Client.

   Guarantee Fee In connection with certain investments made by certain of the Funds, Carlos J.
   Rodriguez, Sr., one of the principal owners of the Adviser, has agreed to personally provide a

completion guarantee for the associated projects in exchange for a guarantee fee equal to 1% per
annum of the total amount of each applicable guaranteed loan, payable for the period from the date
of the first draw on such loan until issuance of the related Certificate of Occupancy for the underlying
development property. As a result of the Formation Transactions the Funds have assumed certain
obligations to reimburse Mr. Rodriguez for any loss he incurs as a result of his performance of such
guarantees.

Fund Expenses

Organizational Expenses

Each of the Funds pay their respective “Organizational Expenses” including but not limited to
costs and expenses incurred in connection with the organizational and startup fees, costs and
expenses of the applicable Fund as set forth in detail in the respective Funds’ Governing
Documents.

Transaction Expenses

The Driftwood Funds and Credit Funds have paid, or are to pay, all costs and expenses incurred
in connection with the preparation and consummation of the Formation Transactions (the
“Transaction Expenses”), as reasonably allocated between the Driftwood Funds and Credit Funds
by the General Partners in accordance with Driftwood’s and the Adviser’s existing expense
allocation policies and procedures and consistent with past practices of the Prior Advisory
Clients.

Borrowing and Success Fees

The Driftwood Funds may, directly or indirectly through Driftwood Holdings or one or more
other subsidiary vehicles, incur indebtedness (including on a joint and several or cross-
collateralized basis, including in certain instances with the Credit Funds) at any time and for any
purpose, including, without limitation, (i) to finance any investment-related activities of the
Driftwood Funds, Driftwood Holdings and their subsidiaries, (ii) to fund the working capital
needs of the Driftwood Funds, Driftwood Holdings and their subsidiaries for investments and
expenses (including, without limitation, the Management Fee, Organizational Expenses, and
Transaction Expenses, in each case allocable to the Driftwood Funds, (iii) to guarantee the
indebtedness of any entity (including entities that are not related to Portfolio Investments), (iv)
to provide and/or procure Bridge Financing (as defined below) in connection with or in order to
facilitate a current or prospective Portfolio Investment or (v) for any other purpose of the
Driftwood Funds, Driftwood Holdings or Portfolio Investments as determined by the applicable
General Partner in its sole discretion. For the avoidance of doubt, such indebtedness may be
incurred, without limitation, pursuant to a NAV facility. The Driftwood Funds, directly or
indirectly through Driftwood Holdings or one or more other intermediate entities and/or
subsidiary vehicles, may receive a guarantee fee in connection with any guarantee permitted by
the foregoing, a portion of which may be paid to the applicable General Partner and/or its
affiliates as compensation for structuring the applicable transaction with the approval of the
applicable Funds’ advisory committee (the “Advisory Committee”) (such portion, a “GP
Guarantee Fee”).

The Driftwood Funds, directly or indirectly through Driftwood Holdings or one or more other
intermediate entities and/or subsidiary vehicles may also provide and/or procure interim
financing, guarantees, and credit enhancement, extend credit, employ other financing techniques
or make an interim investment (each, as designated as such by the applicable General Partner, a

“Bridge Financing”) in connection with or in order to facilitate an investment in a current or
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Item 7 - Types of Clients

The Adviser currently provides investment advisory services solely to the Funds. Investment advice
is provided directly to the Funds, subject to the direction and control of the applicable General
Partner, and not individually to the limited partners of each Fund. Interests in each Fund are offered
and sold pursuant to applicable exemptions from registration under the Securities Act and the 1940
Act, including investors that are (i) “accredited investors” as defined under Regulation D of the
Securities Act and (ii) ”qualified purchasers” as defined in Section 2 (a)(51)(A) of the 1940 Act or
other “knowledgeable employees.” Permitted investors in a Fund may include high net worth
individuals, banks, thrift institutions, pension and profit-sharing plans, endowments, foundations,
trusts, estates, charitable organizations and other business entities.

The minimum investment requirement for the Credit Funds is $1,000,000. However, each General
Partner, in its sole discretion, may permit investments that are less than the required minimums
stated in the Funds’ Governing Documents. In addition, legal eligibility requirements must be met to
invest in each Fund.