Liontree Partners LLC

ITEM 5         Fees and Compensation

        In general, LionTree receives a management fee and a performance allocation in
connection with advisory services. The specific management fees payable by a Private Investment
Fund or its investors are generally negotiated at the time the Private Investment Fund is formed or
such investor is accepted into the Private Investment Fund. Except where the governing agreements
expressly provide to the contrary, management fees will not be reduced (in whole or in part) in the
case of partial distributions or partial sales of investments. Except to the extent LionTree Advisors
LLC or its affiliates (collectively, “LionTree Advisors”) acts as broker or dealer for a particular
transaction, LionTree Partners and other LionTree entities or affiliates do not intend to receive any
brokerage commissions in connection with acquisitions, dispositions or financings.

        LionTree Partners and other LionTree entities or affiliates are permitted to receive other
transaction, break-up, advisory or other fees in connection with acquisitions, dispositions or
financings, or receive from any third parties any additional compensation in connection with an
investment or potential investment for the account of a Private Investment Fund. To the extent
LionTree Partners earns any such compensation with respect to an investment, such additional
compensation will generally offset in whole the management fees otherwise payable to LionTree
Partners in accordance with the applicable Governing Documents. LionTree Advisors, in its
capacity as a registered broker dealer, has received, and could in the future receive, advisory fees
in connection with certain investments made by the Private Investment Funds. For the avoidance
of doubt, LionTree Advisors has received and could in the future receive compensation in
connection with a broad range of broker or dealer activities, including with respect to private
placements or M&A advisory services, among others. No compensation earned by LionTree
Advisors will offset any management fees payable to LionTree. Investors in the Private Investment
Funds also bear certain fund expenses which are described in further detail below under “Expenses
Charged to the Funds.”

        The following provides a general description of management fees, performance-based fees
or allocations, fund expenses and fee waivers for the Private Investment Funds. With respect to
any particular Private Investment Fund, while the description below is generally applicable, fees
and expenses could vary, and the Investors should review the applicable Private Investment Fund’s
Governing Documents for further information.

Management Fees

         The Private Investment Funds pay LionTree Partners a management fee equal to an amount
set forth in the Governing Documents. The Funds generally pay either a one-time upfront fee equal
to 2% of aggregate Investor committed capital or a fee of up to 1% of aggregate Investor contributed
capital in advance on a quarterly basis. If a Private Investment Fund investment is sold at a time
other than year-end, Investors who have paid their management fee in advance will be entitled to a
pro-rata refund based on the time remaining in that management fee billing period. The refund of
any portion of Investor contributions as a result of prepaid management fees will be added to the
Investors’ capital accounts and returned with the portfolio company liquidation distribution.

        In certain circumstances, LionTree Partners, its affiliates or their partners could in the
future transfer their interests in a Private Investment Fund to third parties. Following any such
transfer, LionTree Partners is entitled to receive carried interest and a management fee on such
interest, subject to the terms of the applicable Private Investment Fund’s Governing Documents.

        As permitted under the applicable limited liability company agreement, LionTree Partners
has in the past and will in the future waive or agree to reduce all or any portion of the management
fee for one or more Investors in the Private Investment Funds, with the result being that Investors
in a Private Investment Fund pay different management fees.

ITEM 7          Types of Clients

        LionTree’s clients are the Private Investment Funds, including the Funds. Investment
advice is provided directly to such Private Investment Funds and not individually to the Investors.
The Private Investment Funds could include investment partnerships or other investment entities
formed under domestic or foreign laws and operated as exempt investment pools under the
Investment Company Act of 1940, as amended (the “1940 Act”). The Investors generally include
high net-worth individuals, family offices, banks or thrift institutions, sovereign wealth funds,
pension and profit-sharing plans, trusts, estates, charitable organizations or other corporations or
business entities and also include, directly or indirectly, past or current service providers, affiliates,
principals or other employees of LionTree.

        Typically, the Private Investment Funds require minimum investment amounts ranging
from $5,000 to $500,000, but such amounts have been and in the future will be reduced with the
prior agreement of LionTree, subject to applicable legal requirements.

        Any Fund interests will be offered and sold generally to Investors that are (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended, and/or (ii)
“qualified purchasers” as defined in Section 2(a)(51)(A) of the 1940 Act, or other “knowledgeable
employees” of LionTree.