Great Mountain Partners LLC

ITEM 5 - FEES AND COMPENSATION

         GMP may receive a management fee, profit interests, and/or carried interest in connection with
advisory services. GMP expects to receive additional compensation in connection with management and other
services performed for portfolio companies in certain circumstances. Any such additional compensation will
offset in whole or in part the management fees otherwise payable to GMP in accordance with the relevant
Governing Documents. In addition, in certain circumstances, GMP expects to receive compensation for
management and other services performed in connection with co-investments made in portfolio companies of
the Funds. Investors in a Fund also bear certain expenses including those discussed below.

Management Fees

       Each Fund generally pays GMP a management fee (the “Management Fee”) for services provided to
such Fund.

         To the extent specified in a Fund’s Governing Documents, GMP is permitted to receive certain
supplemental fees and other amounts (“Supplemental Fees”), such as transaction fees, monitoring fees, break-
up fees and directors’ fees, and other designated net fee payments received by GMP or its partners or
employees from portfolio companies or prospective portfolio companies. A Fund’s Governing Documents
will state if Supplemental Fees received by GMP may be credited against the Management Fees (of that Fund)
otherwise owed to GMP in a specified percentage (e.g., 100%). If applicable, the remaining amount of such
Supplemental Fees, if any, will be retained by GMP. However, most Supplemental Fees are independent from
the Management Fees charged by GMP and GMP will generally not credit or offset Management Fees. Please
refer to each Fund’s Governing Documents for specificity around Supplemental Fee arrangements.

         As a matter of practice, GMP is typically paid fees of the type referred to in the preceding paragraph
from, on behalf of, or with respect to co-investors in an investment. The receipt of such fees will not reduce
the Management Fee payable by any Fund(s) that have also invested in such investment, and as a result a Fund
will, in most cases, only benefit with respect to its allocable portion of any such fee and not the portion of any
fee that relates to such co-investors, which has the potential to be significant. Similarly, in certain
circumstances, GMP expects that co-investors or other parties will negotiate the right to share a portion of
such fees from a particular investment, and the above-described offset percentage will be applied after
excluding any amounts paid to such persons.

Carried Interest

         A General Partner or any person designated by the General Partner may receive a carried interest with
respect to the Funds generally equal to a percentage of all profits, including unrealized profits. Such carried
interest is frequently subject to a preferred return.

Third-Party Fund Expenses

        If a client’s account is invested in a Third-Party Fund, the client will bear all fees and expenses
associated with the investment in such fund. These fees and expenses include applicable investment advisory
fees charged by the investment adviser of the Third-Party Fund, and fees for administration, custody, or other
service providers as well as the client’s share of the organizational, operating, and other expenses of such fund.

Other Fees and Expenses

        The Funds generally invest on a long-term basis. Accordingly, the Management Fee and other fees
are expected to be paid, except as otherwise described in the Governing Documents, over the term of the
relevant Fund, and investors generally are not permitted to withdraw or redeem interests in the Funds.

        Principals or other employees of GMP generally receive salaries and other compensation derived
from, and in certain cases including a portion of, the Management Fee, carried interest or other compensation
received by GMP or its affiliates.

         In addition to the Management Fee and carried interest payable to GMP entities or its designated
persons, each Fund bears certain expenses (“Fund Expenses”). As set forth more fully in the applicable
Governing Documents of each Fund, Fund Expenses will generally include (a) the costs and expenses of
identifying, investigating, negotiating, structuring, acquiring, owning, monitoring, financing, hedging,
expanding, operating or disposing of investments, whether or not consummated, including but not limited to
fees for services, inspections, appraisals, and third party brokers, and legal, third party modeling, consulting
and financing fees and expenses, travel expenses related to the foregoing, and any other direct investment
expenses; (b) the costs associated with: (i) drafting and negotiating the terms of the Fund’s governing
documents, (ii) legal, consulting (including fees and expenses of advisors), investment banking, commercial
banking, borrowing, custodial, auditing, accounting, sourcing, valuation, appraisal, administrator (including
fees and expenses associated with the Fund’s reporting software, investor portal, and customer relationship
and/or deal management software), reporting, advisory, lending, underwriting, tax professional and other
professional service fees and expenses (which may include retainer, periodic, finder’s, performance-based
and/or success-based fees) and brokerage fees and commissions, (iii) extraordinary costs and expenses, (iv)
fees and expenses associated with the preparation of financial statements, tax returns and other filings and
Schedules K-1 of the Fund, GMP or the investors in the Fund (and any related reports or filings), (v) taxes,
fees or other governmental fees or charges, (vi) fees and expenses incurred in connection with such Fund’s
legal and regulatory compliance (including legal and regulatory fees and expenses incurred by GMP in
connection with such Fund’s activities), (vii) fees and expenses incurred in connection with the preparation
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ITEM 7 - TYPES OF CLIENTS

         GMP provides investment advice to the Funds as described in Item 4 above. The Funds include
investment partnerships, limited liability companies, or other investment entities formed under domestic laws
and operated as exempt pooled investment vehicles under the Investment Company Act of 1940, as amended.
The investors participating in the Funds are generally, among others, high-net worth individuals, banks or
thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices,
pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and may include, directly or indirectly, principals or other employees of GMP and members of their
families.

         The Funds may include alternative investment vehicles established from time to time in order to permit
one or more investors to participate in one or more particular investment opportunities in a manner desirable
for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion
to invest the assets of these vehicles independent of limitations or other procedures set forth in the
organizational documents of such vehicles and the related Fund.