MINK Brook Asset Management LLC

Item 5: Fees and Compensation

Management Fee

As the investment adviser to Mink Brook Partners LP and Mink Brook Offshore Fund Ltd., Mink Brook
will receive a Management Fee generally equal to an annual rate of up to 2% per annum (0.5% per quarter).
The Management Fee from Mink Brook Partners LP and Mink Brook Offshore Fund Ltd. is prorated so all
Investors in Mink Brook Partners LP Fund and Mink Brook Offshore Fund Ltd. pay the same percentage
as applicable to that investor, regardless of when they invested.

The Management Fee for Mink Brook Partners LP and Mink brook Offshore Fund Ltd. is deducted on a
quarterly basis in advance based upon the value of each Investor’s capital account as of the first day of
each calendar quarter. The Management Fee will be prorated for any period that is less than a full calendar
quarter. Fees are deducted from Mink Brook Partners LP and Mink Brook Offshore Fund Ltd. custodial
or Prime Brokerage account(s).

Mink Brook may reduce, waive, or calculate differently the Management Fee for certain Investors in Mink
Brook Partners LP and Mink Brook Offshore Fund Ltd. including but not limited to, members, employees,
affiliates, or relatives of Mink Brook, or for certain strategic and/or large Investors.

Operating Expenses of the Funds

The Funds will bear all expenses relating to their ongoing structure and operation (either directly or
indirectly by reimbursing Mink Brook or the General Partner for amounts incurred by either of them on
behalf of the Funds), including: the Management Fee; all investment-related costs and expenses (i.e.,
expenses that, in Mink Brook’s sole discretion, are related to the investment of the Funds’ assets, whether
or not such investments are consummated), including commissions and charges, interest on margin
accounts and other indebtedness, expenses relating to short sales, clearing and settlement charges, option
premiums and custodial and service fees, research-related expenses (including research-related travel
expenses) and expenses relating to consultants, attorneys, brokers or other professionals or advisors who
provide research, advice or due diligence services with regard to investments; fees and expenses related
to portfolio exposure and performance management systems, risk management services and software
related to trade reconciliation, treasury, margin, financial and counterparty management, risk monitoring,
performance reporting, valuation quotation services (e.g., Bloomberg terminals, historical and live financial
data and other similar services and data feeds) and trade order management systems (including systems
that facilitate trade compliance, commission management, stock locates and transaction cost analysis, and
third party service providers used for implementation, custom reporting, updates, consultations, support,
maintenance, monitoring and data extracts); each Fund’s legal, accounting, tax preparation and other tax-
related expenses (including preparation and mailing costs of financial statements, tax returns and other
reports to Investors), auditing, consulting and other professional expenses; third-party administration
costs, fees and expenses (including any costs, fees and expenses related to investor communications,
relations, reporting or other investor materials, performance information, data extraction and other types
of reporting and any audit or accounting services provided by a third-party administrator); compliance and

Mink Brook Asset Management LLC                                               Form ADV Part 2A

reporting expenses and expenses attributable to regulatory filings that are made with respect to the Funds
or their assets (including Section 13, Section 16, Form D, Form PF, Form N-PX the Foreign Account Tax
Compliance Act, anti-money laundering compliance, state security filings, general regulatory compliance
and non-U.S. position reporting filings, if applicable, and any other non-U.S. filings) and all compliance costs
and expenses associated with the Funds in complying with the rules related to private fund advisers under
the Advisers Act; each Fund’s pro rata share of Fund-related insurance costs (including the pro rata
portion of director’s and officer’s insurance, errors and omissions insurance, fidelity insurance and other
similar policies covering Mink Brook, the General Partner, and/or the members of any advisory
committee); any taxes (including, without limitation, any withholding taxes, transfer taxes, stamp duties
and other governmental or self-regulatory agency-related charges or duties); all costs and expenses
incurred in attempting to protect and enhance the value of the Funds’ investment (including any fees and
expenses associated with any pending or threatened litigation, audit, investigation, administrative or other
proceeding, as well as any settlement costs); fees and expenses related to any activist-related activities;
fees and expenses of any independent advisory committee members and any independent Fund
representative; any fees and expenses related to a Fund’s liquidation, if applicable; fees paid to proxy and
securities class action advisory firms; expenses relating to the offer and sale of a Fund interest and
withdrawals and transfers thereof; other reasonable expenses related to the purchase, sale, preservation
or transmittal of the Funds’ assets; and any extraordinary expenses (e.g., indemnification expenses).

The Funds do not have their own separate employees or offices, and do not reimburse Mink Brook for
salaries or office rent. Mink Brook is responsible for all of its overhead expenses of an ordinary and
recurring nature, such as rent, supplies, secretarial expenses, its direct compliance expenses, stationery,
charges for furniture and fixtures, salaries, and bonuses of its employees.

Organizational Expenses

The Funds will generally bear all costs and expenses relating to: (i) the organization of the Funds; and (ii)
...

Item 7: Types of Clients

Mink Brook’s clients are the Funds.

The initial subscription minimum is generally US $1,000,000, as disclosed in the Offering Documents for
each Fund.

The Offering Documents provide the eligibility criteria and minimum investment requirements to be an
Investor in the Funds.

Each prospective Investor will be required to represent, among other things, that it is: (i) an “accredited
investor”, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933 (the
“Securities Act”), as amended; and (ii) a “qualified client”, as defined in the Investment Advisers Act of
1940 (the “Advisers Act”).