Mudrick Capital Management LP

FEES AND COMPENSATION

A.     Advisory Fees and Compensation.

        The fees applicable to each Fund are set forth in detail in each Fund’s offering documents.
A brief summary of these fees, along with the separately managed account fees, is provided below.
Other than the ability to waive or reduce fees as described below, fees for each of the Funds are
generally not negotiable.

       Asset-Based Compensation

         Clients generally pay the Adviser management fees for its management services
(“Management Fees”). The Management Fees are typically based on the client’s assets under
management with the Adviser and are determined on an annualized rate. Currently, such rate
ranges from 1.25% to 2% for the Funds, as described in more detail in each Fund’s offering
memorandum (though, as noted below, such rates are in some cases higher or lower for certain
investors in any given Fund, Funds-of-one formed for specific investors and are generally lower
for investors in separately managed accounts). Differences in Management Fees generally relate
to differing liquidity terms or differing investment strategies. The Adviser, in its discretion (or as
required pursuant to an agreement), may waive, reduce or calculate differently the Management
Fee with respect to any client or any investor in any Fund. Investors that are officers, employees
or affiliates of the Adviser, members of the immediate families of such persons and trusts or other
entities established by them or for their benefit and certain other persons in the discretion of the
Adviser (“Internal Investors”) are not subject to Management Fees. Co-investment clients
generally do not pay Management Fees.

       Performance-Based Compensation

         The Adviser receives performance-based compensation (“Performance Fees”) from certain
clients, which is compensation that is based on a share of the capital appreciation of the assets of
a client. Currently, the Adviser is entitled to receive Performance Fees with respect to the
separately managed accounts that it manages. With respect to these separately managed accounts,
the Adviser generally receives a Performance Fee which may be payable (x) subject to a high water
mark or hurdle, (i) on certain fiscal year-ends or certain anniversaries of the initial contribution
date or (ii) on a date triggered by a withdrawal, distribution or termination of the investment
advisory agreement, or (y) on any date on which assets have been returned to the separately
managed account’s owners. Variations in the above are set forth in the specific investment
management agreement related to each applicable separately managed account. Separately
managed account clients that are members of the immediate families of employees of the Adviser
are not subject to Performance Fees.

       Incentive Allocations

       The general partner of certain applicable Funds (or the general partner of the master funds
(the “Master Funds”) with respect to any Funds that are part of a master-feeder or mini-master

structure) (each a “General Partner”) is generally entitled to a performance allocation (the
“Incentive Allocation”) from the applicable Funds. Each General Partner is affiliated with the
Adviser and controlled by Mr. Mudrick.

        With respect to the Adviser’s open-end Funds, the Incentive Allocations generally range
from 10% to 20% of the annual capital appreciation, if any, on the capital accounts or sub-accounts,
as applicable, maintained with respect to each investor, subject in each case to a modified high
water mark. Differences in performance allocations generally relate to differing liquidity terms or
differing strategies. The performance allocation is calculated based on both realized and
unrealized net profits and net losses, except with respect to Side Pocket Investments, where
applicable. Generally, any capital depreciation in a fiscal year allocated to any investor’s capital
account or sub-account, as applicable, is carried forward in a “loss recovery account” so that a
reduced performance allocation is charged to that capital sub-account until a multiple of the losses
has been recouped, subject to various adjustments.

         With respect to the Adviser’s closed-end funds, the Incentive Allocations generally range
from 15% to 20% of the investment proceeds after the investors receive an annualized priority
return and is based on the net proceeds distributed by the Funds to investors, as described in further
detail in the confidential offering memorandum relating to these Funds. With respect to one of the
closed-end funds, differences in performance allocations generally relate to the timing of each
investor’s capital commitment.

       The General Partners, in their discretion (or as required pursuant to an agreement), may
waive, reduce or calculate differently the Incentive Allocation with respect to any client or any
investor in any Fund. Internal Investors are not subject to incentive allocations.

        Other Compensation

        The Adviser and its personnel can be expected to receive certain intangible and/or other
benefits and/or perquisites arising or resulting from their activities on behalf of the clients that will
neither be subject to an offset against any Management Fees nor will otherwise be shared with the
clients, Fund investors and/or portfolio companies. For example, airline travel or hotel stays
incurred as client expenses typically result in cash rebates, “miles,” credit card “points” or credit
in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or
difficult to value, inure exclusively to the Adviser and/or such personnel (and not the clients, Fund
investors and/or portfolio companies) even though the cost of the underlying service is borne by
the clients, investors and/or portfolio companies. In addition, certain portfolio companies may
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TYPES OF CLIENTS

        As noted above, the Adviser provides advice to the Funds, which are private investment
funds, and to separately managed account clients. Investors in the Funds may include, but are not
limited to, high net worth individuals, pension funds and profit-sharing plans, trusts, estates,
charitable organizations, corporations, business entities, endowments, institutional investors,
insurance companies or other pooled investment vehicles. Separately managed account clients
may include, but are not limited to, high net worth individuals, trusts, charitable organizations,
corporations, business entities, endowments, pension funds, institutional investors or other pooled
investment vehicles (other than investment companies).

        As described elsewhere herein, the investment objectives and strategy of the Funds are set
forth in confidential private offering memoranda and are summarized in Item 4. Certain Funds
and separately managed accounts have been setup to co-invest in only a specific subset of
opportunities or companies. The Adviser also provides investment advisory services to separately
managed accounts. The investment objectives and strategy of the separately managed accounts are
generally consistent with those of the Funds.

        The minimum initial investment in the Adviser’s open-end Funds by an investor is
generally $1 million and the minimum initial investment in the Adviser’s closed-end Funds by an
investor is generally $5 million, subject in each case to the discretion of each Fund to accept lesser
amounts. The minimum investment amounts generally do not apply to Internal Investors. Each
prospective investor in a Fund is required to certify that the interests subscribed for are being
acquired, directly or indirectly, for the account of a person or entity that is an “accredited investor”,
as defined in Regulation D under the Securities Act, and a “qualified purchaser”, as defined under
Section 2(a)(51)(A) of the Investment Company Act (or a “knowledgeable employee” pursuant to
rule 3c-5 under the Investment Company Act).