Hawk Ridge Capital Management LP

FEES AND COMPENSATION

    A. Advisory Fees and Compensation

Management Fees

The Investment Manager receives a management fee (the “Management Fee”) from the Master Fund
with respect to each Feeder Fund as of the last business day of each calendar quarter, in arrears. The
General Partner has established one or more capital sub-accounts (the “Sub Accounts”) within each
Feeder Fund’s capital account(s) to reflect the different terms and conditions pursuant to which
individual Feeder Fund investors acquire interests in or shares of the Feeder Funds. The Management
Fee is accrued as of the end of each calendar month at a rate equal to a percentage (the “Fee
Percentage”) of the total balance of each Sub-Account as of the last business day of the month, prior
to the accrual of any Performance Allocation (as defined below) and any withdrawals as of such last
business day. The Fee Percentage for each Sub-Account is generally equal to:

    •   0.146% (approximately 1.75% on an annual basis) if the total value of the Master Fund’s
        total assets is equal to or greater than $400 million as of the last day of each calendar
        month; or
    •   0.167% (approximately 2% on an annual basis) if the total value of the Master Fund’s total
        assets is less than $400 million as of the last day of each calendar month.

Since the Management Fee will be paid at the Master Fund level, no management fee will be paid at
the Feeder Fund level. The Management Fee will be prorated for any period that is less than a full
quarter and will be deducted from the Funds by the Investment Manager. Certain investor share
classes may be subject to different management fee rates payable to Hawk Ridge, as disclosed in the
applicable governing or offering documents.

Performance Allocation

In addition, consistent with the relevant provisions of the Advisers Act and Rule 205-3 adopted
thereunder, at the end of each fiscal year, Hawk Ridge, as the General Partner of the Master Fund, is
entitled to receive, via reallocation from the Feeder Funds to the Master Fund an annual performance-
based allocation (the “Performance Allocation”) equal to 20% of the net capital appreciation, if any,
in each investor’s capital account or shares (as applicable) during the year (including both realized
and unrealized gains and losses). The Performance Allocation is made only if, and to the extent that,
the net capital appreciation of a Feeder Fund for the year exceeds any net capital depreciation in the
Master Fund (reduced pro rata for any withdrawals) accumulated in prior years (i.e., a “high water
mark”). The General Partner may be allocated Performance Allocations with regard to unrealized
appreciation as well as realized gains in the Master Fund.

The Performance Allocation is subject to a loss carry forward provision such that the Performance
Allocation is made only if, and to the extent that, the net capital appreciation of an investor’s capital
account or the net asset value of shares (as applicable) for the year exceeds any net capital depreciation
in the capital account (reduced pro rata for any withdrawals) or the net asset value of shares
accumulated in prior years (a “high water mark”). Such provisions are designed to ensure that no
Performance Allocation will be made with respect to an investor until any net loss allocated to such
investor during the period is first recovered (taking into account interim withdrawals and
distributions).

When calculating the Performance Allocation at the Feeder Fund level, net profits will be reduced by
the Management Fee, and all items of income, loss and expense incurred at the Feeder Fund level will
be taken into account.

Fees may be negotiable for certain investors under certain circumstances. In addition, the Management
Fee and/or Performance Allocation may be waived or reduced for investors that are members,
employees or affiliates of Hawk Ridge, relatives of such persons, and for certain strategic investors.

It is critical that investors refer to the relevant confidential private offering memorandum and other
Governing Documents for a complete understanding of how Hawk Ridge is compensated for its
advisory services. The information contained herein is a summary only and is qualified in its entirety
by such documents.

    B. Payment of Fees

Fees are deducted from each Fund’s assets. Investors do not have the ability to choose to be billed
directly for fees incurred. The Management Fee is payable quarterly in arrears and will be prorated in
the event of a contribution during the quarter. The Performance Allocation is calculated and charged
at the end of each fiscal year (or at the time of an investor withdrawal or redemption).

It is critical that investors refer to the relevant confidential private offering memorandum and other
Governing Documents for a complete understanding of how fees are deducted from their assets. The
information contained herein is a summary only and is qualified in its entirety by such documents.

    C. Additional Fees and Expenses

The Funds will be treated as a common business enterprise for the purposes of expense allocation.
Subject to certain limitations described in the Governing Documents, all other fund operating
expenses may be paid by the Master Fund and allocated pro rata to the Feeder Funds which include:
(a) brokerage and execution charges, commissions, custodial charges, and fees for quotation and other
data services; (b) fees related to accounting, trading, portfolio management and risk management
systems; (c) research subscriptions and expenses including, but not limited to expert networks,
bespoke research consultants, alternative data sets, software expenses related to research-related
systems and the installation, maintenance, and software and services related to each; (d) legal and
consulting fees related to investment research; (e) expenses to register securities and transfer taxes;
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TYPES OF CLIENTS

Hawk Ridge provides investment advisory services solely to pooled investment vehicles operating as
private investment funds. Each investor in the Funds must meet certain eligibility provisions.

The offering of the Funds is designed to be exempt from registration under the Securities Act of 1933,
as amended (the “Securities Act”) pursuant to Regulation D thereunder. In addition, each Fund is
designed to rely on exemptions from registration as an investment company under the Investment
Company Act of 1940, as amended (the “Investment Company Act”) pursuant to Section 3(c)(1) (in
the case of the Accredited Feeder) and Section 3(c)(7) (in the case of the Master Fund, the Institutional
Feeders and the Offshore Feeder) of the Investment Company Act.

Admission to the Funds is not open to the general public. Interests in the Accredited Feeder will
generally be offered and sold only to sophisticated investors that are (i) “accredited investors” within
the meaning of Rule 501 of Regulation D under the Securities Act, and (ii) “qualified clients” as
defined in Rule 205-3 under the Advisers Act. Investors in the Institutional Feeders must generally be
“accredited investors” under Regulation D of the Securities Act and “qualified purchasers” as defined
in Section 2(a)(51) of the Investment Company Act. Investors in the Offshore Feeder are typically
either (i) non-U.S. Persons; or (ii) U.S. persons who are exempt from federal income tax and also
qualify as both “accredited investors” under Regulation D of the Securities Act and “qualified
purchasers” as defined in Section 2(a)(51) of the Investment Company Act.

Accredited investors and qualified clients that invest in the Funds may include bank platforms, state
or local public pension plans, corporate pension funds, endowments, foundations, high net worth
individuals, family offices, trusts, foundations, fund of funds or other registered investment advisers.

The minimum initial investment amount is $5,000,000 in Hawk Ridge Partners II, L.P., and in the
Hawk Ridge Partners Offshore, Ltd., unless waived by the General Partner or the Board, respectively.
Subsequent investment must be at least $10,000. The minimum investment amount into Hawk Ridge
Partners III, L.P. is $250,000. Investors investing through certain specific platforms are subject to
lesser amounts including a $250,000 minimum. Hawk Ridge and/or the board of directors, as
applicable, may, in their sole discretion, waive, reduce, increase, or alter these requirements in
particular cases and may change them as to new investors in the future.