Flat Footed LLC

Item 5 ‐ Fees and Compensation

Fees with respect to the Funds

As the investment manager of the Funds, the Adviser and/or its affiliates receive management fees
and, with respect to certain Clients, an incentive allocation, carried interest or incentive fee on net
profits. Details regarding any incentive allocation, carried interest or other incentive fee are set forth
in the next section entitled, “Item 6. Performance‐Based Fees and Side‐by‐ Side Management.”

Fees paid to the Adviser are exclusive of all custodial and transaction costs paid to the Client’s
custodian, brokers or other third-party consultants. Please see Item 12 – Brokerage Practices for
additional information. Fees paid to the Adviser are also separate and distinct from the fees and
expenses charged by mutual funds, exchange traded funds (“ETFs”) or other investment pools to
their shareholders (generally including a management fee and fund expenses, as described in each
fund’s or pool’s prospectus or offering materials). Each Client (and each Investor) should review all
fees charged by funds, brokers, the Adviser and others to fully understand the total amount of fees
paid by the Client (and each Investor) for investment and financial‐related services.

The Adviser may, at its discretion, make exceptions to the foregoing or negotiate special fee
arrangements where the Adviser deems it appropriate under the circumstances.

The Adviser currently advises nine Funds, FF Hybrid LP (the “FF Hybrid Fund”), GP Recovery Fund
LLC (the “Recovery Fund”), Flat Footed Series LLC – Fund 1 (the “FF Series Fund 1”), Flat Footed
Series LLC – Fund 2 (the “FF Series Fund 2”), Flat Footed Series LLC – Fund 3, (the “FF Series Fund
3”) Flat Footed Series LLC – Fund 4 (the “FF Series Fund 4”), Flat Footed Series LLC – Fund 5 (the “FF
Series Fund 5”) (collectively the “FF Funds”), FF Disposal LLC (the “FF Disposal Fund”), and Solar
Funding Group, LLC (“Solar”).

Either the Adviser or the Client may terminate their investment advisory agreement at any time,
subject to any written notice requirements in such agreement. In the event of termination in
accordance with its terms, any paid but unearned fees will be promptly refunded to the Client based
on the number of days that the account was managed, and any fees due to the Adviser from the Client
will generally be invoiced or deducted from the Client’s account prior to termination.

The FF Funds generally pays the Adviser an annualized management fee of 0.50%-1.25% (0.125%-
0.3125% per quarter) as further described in the FF Funds’ offering documents (the “FF Management
Fee”). The FF Management Fee is paid quarterly in advance and will be prorated for any partial
quarterly period. The FF Management Fee is deducted from the FF Funds. The FF Management Fee
paid by the FF Funds are indirectly borne by the Investors in the FF Funds. Generally, the FF Funds
pay the FF Management Fee on the aggregate invested capital attributable to each Investor (subject
to certain exclusions detailed in the FF Funds’ offering documents), calculated quarterly in advance.
The FF Management Fee is generally subject to waiver or reduction by the Adviser in its sole
discretion, including in connection with investments made by the FF Funds’ General Partner or its
related persons. FF Disposal does not charge a management fee for the 1st two years and then pays
to the Adviser an annualized management fee of 1% (0.25% per quarter) for years 3-5 of the
investment period. Solar does not pay the Adviser a management fee.
Flat Footed LLC – ADV Part 2A

In addition, the FF Funds, including FF Disposal and Solar, are also responsible for certain of their
operating expenses including, without limitation, legal, compliance, accounting (including third-party
accounting services), tax, auditing, and administrative fees, as outlined in their offering documents.
The FF Funds are also responsible for brokerage commissions and custodial fees paid to third parties.

In the event of a termination of the FF Funds’, including FF Disposal and Solar, investment advisory
agreement, fees will be prorated. Any paid but unearned fees will be promptly refunded to the Funds,
and any fees due to the Adviser from the Funds will be invoiced or deducted from the Funds prior to
termination.

The Adviser and its supervised persons do not receive a brokerage commission or any other
compensation attributable to the sale of securities or investment products.

Item 7 ‐ Types of Clients

The Adviser’s Clients (and Investors therein) may include endowments, sovereign wealth funds,
public or private pensions, foundations, institutions, high net worth individuals, and the Funds. The
Adviser does not provide investment advice individually to the Investors of the Funds.

Interests in the Fund are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Permitted Investors in the Fund may include high net worth
individuals, banks, thrift institutions, pension and profit‐sharing plans, trusts, estates, charitable
organizations, and other business entities.

Generally, the minimum investment requirement for the FF Hybrid Fund, FF Series Fund 3, FF Series
Fund 4, and FF Series Fund 5 is $1,000,000 and for the FF Series Fund 2, is $100,000. The minimum
investment for the Recovery Fund, FF Disposal Fund and FF Series Fund 1, and Solar is at the discretion of
the general partner. The General Partner of FF Hybrid Fund or the managing member of FF Series
Fund 2, and PUP Fund, in its sole discretion, may permit investments that are less than the required
minimum investment commitment (or require a different amount), as set forth in the offering and
other governing documents of the respective Funds.

Minimum account sizes for other Client accounts vary depending on the type of investment advisory
services to be performed and in certain circumstances may be negotiable. Separate Client account
investment advisory services are generally available to individuals and institutional accounts with a
minimum account size at the discretion of the Adviser.

The Adviser may allow certain Investors to invest in a Fund on different business terms than other
Investors. For example, a Fund may agree to provide certain Investors additional or different
information from the information made available to the other Investors in a Fund. The Adviser also
may agree to provide certain Investors with a fee arrangement that differs in structure and amount
from that generally available to other Investors in the Fund. In determining whether to allow an
Investor to participate in a Fund on different business terms, the Adviser may consider a number of
different factors including, but not limited to, the Adviser’s belief about whether the different terms
will adversely affect the other Investors in a Fund considered as a group; such Investor’s objectives
in requesting or accepting such terms; whether such Investor is under legal, regulatory or “best
practices” obligations to request such terms; and/or whether granting such terms is in any respect
inconsistent with representations made by a Fund or the Adviser to Investors.