Hill Path Capital LP

Item 5 – Fees and Compensation

HPC is generally compensated by its Clients through Management Fees (as defined below) and/or
performance-based Carried Interest (as defined below).

HPC generally receives management fees based on a percentage of Client assets under management
(the “Management Fee”). All Investors in the Funds and all Clients are “accredited investors” as
defined under Regulation D of the Securities Act of 1933, as amended (“Securities Act”) and
“qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as
amended (the “Company Act”) (or “knowledgeable employees” pursuant to Rule 3c-5 promulgated
under the Company Act). Management Fees are paid quarterly in advance or on a future date at
the discretion of the applicable General Partner (as defined below) and are deducted from each
Investor’s assets invested in a Fund. Investors do not have the ability to choose to be billed directly
for fees incurred. Management Fees payable to HPC may be reduced or waived on a case-by-case
basis in the sole discretion of HPC or an affiliate thereof, and there may be variances in fees,
including Management Fees, charged to certain Funds and/or Investors.

Subject to a clawback and a preferred return for the benefit of the Investors, each General Partner
or HPC, as applicable, is generally entitled to performance-based compensation, or carried interest
(the “Carried Interest”), with respect to net profits generated by each Fund’s investments. Carried
Interest may be waived on a case-by-case basis in the sole discretion of HPC or an affiliate thereof
and certain Funds do not charge any Carried Interest.

If an investment management agreement with a Fund is terminated before the end of any quarterly
billing period, HPC will refund to the relevant Fund the amount of the Management Fees pro-rated
from the date of termination to the end of the period the advance fee covered. The relevant Fund
will then refund such amount to its Investors based on the amount of Management Fees paid by the
Investors.

As described above, fees, including Management Fees or Carried Interest, may differ among certain
Funds and/or Investors. Please see Item 6 for important disclosures concerning side-by-side
management. Additionally, a General Partner (as defined below) at its discretion has entered and
may enter into additional agreements, or “side letters,” with Investors whereby such Investors may
be subject to terms and conditions that vary from or are more advantageous than those applicable
to other Investors.

In connection with each Fund and its investments, affiliates under common control with HPC,
which serve as general partners (together, the “General Partners” and each, a “General Partner”),
or HPC may receive transaction and monitoring fees (“Supplemental Fees”) from third parties,
including, but not limited to, portfolio companies of the Funds. If applicable, Supplemental Fees
will reduce the Management Fee in an amount, if any, set forth in an applicable Client Document.
In certain circumstances, as set forth in the applicable Client Document, such fees will be subject
to acceleration upon certain triggering events, such as the sale or initial public offering of a portfolio
company. Additionally, 100% of placement agent fees will be applied to reduce the Management
Fee. HPC’s Principal or employees may, from time to time, serve as board members for portfolio
companies and, to the extent received, HPC, the Principal or its employees will retain related
director’s fees as compensation. For the avoidance of doubt, director’s fees are not Supplemental
Fees. Furthermore, other fees (including advisory fees, consulting fees, and other fees) that are not
Supplemental Fees (which may be paid in cash, equity or other forms) may be paid to HPC and
will not offset the Management Fee unless set forth in a Client Document.

Supplemental Fees will be allocated pro-rata among Funds based on each Funds’ respective
proposed commitments to or contributions made to such portfolio investment (or, if such portfolio
investment is not made, that was expected to be provided) or on such other basis that the applicable
General Partner determines to be fair and reasonable in their sole discretion. Any amounts allocated
to the applicable Fund will then be applied to reduce the amount of Management Fees if a reduction
of the Management Fee is provided for in the Client Documents. If a reduction of the Management
Fee is not set forth in a Client Document, such amounts are retained by HPC without any such
reduction.

If a Client Document provides that the amount of Supplemental Fees to be applied to reduce the
Management Fees paid by such Fund during the applicable quarterly period exceed the
Management Fee payable during such period, the excess is typically credited against the
Management Fee payable during the next applicable quarterly period and each succeeding period
thereafter until the entire amount of the excess has been credited. To the extent such excess is
greater than the amount of Management Fees due for all future periods, such excess will be treated
as outlined in each applicable Client Document unless otherwise stated in the Funds’ applicable
side letters with the Investors.

Clients will typically be responsible for all expenses relating to their own operations. These
expenses will vary, but typically include fees, costs and expenses directly related to the purchase
and sale of investments, securities or other instruments; all costs and expenses, generally subject to
a cap, incurred in connection with the organization of the given Fund, its General Partner and the
other entities related thereto, including legal and accounting fees, printing costs, travel and out-of-
pocket expenses and all costs and expenses incurred in connection with the offering of interests;
expenses of custodians, counsel and accountants; any insurance, indemnity or litigation expenses;
...

Item 7 – Types of Clients

HPC organizes and serves as an investment manager to private investment funds, single investor
funds, co-investment vehicles, and other structured investment vehicles. Investment advice is
provided to the Clients and not individually to Client investors.

In connection therewith, HPC may sponsor and manage investment vehicles on a transaction-by-
transaction basis to allow certain investors or other persons to invest alongside one or more Funds
in specific investment opportunities and other assets of the Funds.

HPC generally requires Fund investors to make a minimum capital commitment that varies from
Fund to Fund and capital commitment thresholds may be waived or modified by HPC (or the
applicable General Partner) in its sole discretion.