HealthCor Partners Management LP

FEES AND COMPENSATION

The Adviser’s current compensation structure for the Funds is summarized as follows:

   •    Investment Management Fees: The Adviser receives an asset-based fee from each of
        the Funds equal to:

           1. During the Investment Period (as defined below), 2.0% per annum of the capital
              commitments for each Fund.

           2. Following the expiration of the Investment Period until the end of the term of
              the Funds, including any extensions, 2.0% per annum of capital commitments
              that have been (i) invested in portfolio companies that have not been realized or
              written off, and (ii) reserved for follow-on investments. With respect to Fund I
              only, the Management Fee was reduced from 2.0% per annum to 1% per annum
              effective January 1, 2018, and further reduced from 1% per annum to zero
              effective January 1, 2019. With respect to Fund II only, the Management Fee
              was reduced from 2.0% per annum to 1% per annum effective July 1, 2019, and
              further reduced from 1% per annum to zero effective January 1, 2020.

        Management Fees are paid quarterly in advance through a drawdown of capital from
        investors.

       The Management Fee may be reduced, but not below zero, by the sum of:

           1. The amount of any excess organizational expenses since the preceding payment
              date,

           2. The amount of any fee income received by the Adviser since the preceding
              payment date, and

           3. The amount of any incentive capital contributions made since the previous
              payment date.

   •   Carried Interest Allocation: An affiliate of the Adviser receives performance-based
       compensation from each of the Funds in connection with the performance of its duties
       equal to 20% of the profits generated from the disposition of portfolio companies (after
       deduction of certain fees, including the Management Fee, and other expenses) and
       achievement of a preferred annual return to investors equal to 8% of capital, invested
       in such portfolio company, plus the allocated expenses (including management fee),
       compounded annually.

In 2023 the SPV invested additional capital in its portfolio investment (the “Series F
investment”) and will receive Management Fee equal to 1% of capital invested by non-affiliated
members in the Series F investment. An affiliate of the Advisor will receive performance-based
compensation equal to 10% of the profits generated from the capital invested the Series F
investment by non-affiliated members.

In 2025 the SPV invested additional capital in its portfolio investment (the “Convertible Note
investment”) and will receive Management Fee equal to 1% of capital invested by non-affiliated
members in the Convertible Note investment. An affiliate of the Advisor will receive
performance-based compensation equal to 10% of the profits generated from the capital invested
in the Convertible Note investment by non-affiliated members.

The investment period (the “Investment Period”) is the period of time during which the
Adviser may make investments in new and existing portfolio companies. The Investment
Period is typically four years, and will be specified in the offering documents for each specific
Fund. For a specific period of time following the Investment Period, typically three years, the
Adviser is generally limited to making follow-on investments in portfolio companies that exist
at the end of the Investment Period. Such follow-on investments are limited to a certain
percentage of capital commitments that the Adviser is permitted to reserve in accordance with
each Fund’s respective offering documents. The Investment Period and the period for follow-
on investments in portfolio companies for each of the Funds has closed.

Investors do not have the ability to choose to be billed directly for such amounts, which are
non-negotiable. The Adviser may waive, reduce or otherwise modify the Management Fee
and/or the Carried Interest Allocation for any investor in a Fund.

The Adviser and some of its personnel may from time to time purchase secondary interests in
the Funds. The Adviser and its personnel are not typically charged a Management Fee or a
Carried Interest Allocation, as defined below, by the Funds on their investments in the Funds.
Additionally, the Adviser and its personnel do pay Management Fees and Carried Interest on
any Secondary Fund interests purchased.

The Adviser will pay all normal operating expenses incidental to the provision of the day-to-
day administrative services to the Funds, including its own overhead and expenses incurred in
the preliminary investigation of investments that are not actively pursued. Each Fund will pay
all costs, expenses and liabilities in connection with its operations, including: fees, costs and
expenses related to the purchase, holding and sale of portfolio investments (to the extent not
reimbursed); taxes; fees and expenses of accountants and counsel, including expenses
associated with the preparation of financial statements, tax returns, Schedule K-1, auditing,
banking and consulting; costs and expenses of the advisory committee and the annual meeting;
the cost of directors and officers and errors and omissions insurance premiums; legal (including
litigation) fees and expenses; costs, expenses and liabilities resulting from such Fund’s
indemnification obligations and other extraordinary expenses; the costs of winding up and
liquidating the Funds. To the extent possible, third party costs will be charged to portfolio
companies.

Each Fund bears all legal, travel and other reasonable expenses (including printing and filing
fees) incurred in the formation of such Fund and the offering of interests in such Fund up to
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TYPES OF CLIENTS

The clients to whom the Adviser generally provides investment advice are private investment
funds offered to investors on a private placement basis, as described above. Details concerning
applicable suitability criteria for investors in the Funds are set forth in the Funds’ offering
memoranda and subscription documents. Although the Adviser has the authority to accept and
has on occasion accepted subscriptions for any lesser amount, the minimum investment in the
Funds is generally $5,000,000. Each investor is required to meet certain suitability
qualifications, such as being a “qualified purchaser” as defined in the Investment Company
Act of 1940, as amended. In addition, there are prohibitions on withdrawals from the Funds
and restrictions on transfers of interests in the Funds. Because of these prohibitions and
restrictions, an investment in the Funds is a continuing commitment to invest the amount of
capital subscribed for by an investor, is an illiquid investment, and involves a high degree of
risk. A subscription for limited partner interests in the Funds should be considered only by
persons financially able to maintain their investment and who can accept a loss of all of their
investment.