Oasis Capital Partners Texas Inc

Fees and Compensation

A. Fees. OMCL charges the Oasis Funds a fee for its advisory services based on assets under
   management (the “Management Fee”), which is described in such Oasis Funds’ Governing
   Documents. OMCL offers to certain investors in the Oasis Funds a reduction, waiver, or different
   calculation of the Management Fee. OMCL, in turn, pays a service fee (the “Fee”) to Oasis Capital,
   Oasis HK, OCAL and Oasis Japan equal to the sum of: (i) Oasis Capital’s, Oasis HK’s, OCAL’s,
   and Oasis Japan’s actual, documented costs and expenses incurred on behalf of OMCL with respect
   to its advisory services in connection with the Vehicles and (ii) a markup as determined from time
   to time. OMCL does not charge a management fee to the Sub-Advised Fund.

B. Fee Billing. The Management Fee for the Oasis Funds will be accrued monthly and payable
   quarterly in arrears based on the net assets of the applicable Oasis Fund as of the last day of each
   month. Such Management Fee will be prorated for any partial periods. OMCL will make payments
   of the Fee to Oasis Capital, Oasis HK, OCAL, and Oasis Japan at least on a quarterly basis in
   arrears.

C. Other Fees and Expenses. The Firm seeks to allocate expenses that are incurred on behalf of
   multiple Funds among the applicable Funds in a manner that is fair and equitable, in accordance
   with internal allocation protocols. The Oasis Funds will generally bear their own expenses,
   including, but not limited to, expenses related to the Oasis Funds’ operations and expenses related
   to the investment of the Oasis Funds’ assets, including, without limitation, external legal,
   accounting, audit and tax preparation expenses, offering expenses, corporate licensing fees and other
   professional fees, licensing and compliance expenses for the Oasis Funds and/or the Firm and its
   affiliates, investment-related expenses (e.g., interest on margin accounts and other indebtedness,
   borrowing charges on securities sold short, custodial fees, brokerage commissions (see Item 12
   “Brokerage Practices” below), clearing and settlement charges, interest expenses, consulting and
   other professional fees relating to particular investments (including fixed fees, commissions and
   incentive fees which may be substantial in certain cases), fees and expenses relating to proxy
   solicitations, including fees paid for proxy advisory services and proxy subscription and any legal
   or other costs associated with proxy solicitation contests, fees and expenses of public relations firms,
   executive search firms, investigation firms, and other similar service providers, as well as social
   media costs, in each case for services related to the Oasis Funds’ investment activities, insurance,
   investment-related travel and lodging expenses, research- related expenses, including, without
   limitation, subscriptions, news and quotation equipment and services (including fees for data and
   software providers), investment-, portfolio management-, fund accounting-, risk-, operations- and
   trading-related computer hardware and software and technology, including trade order management
   software (i.e., software used to route trade orders), and expenses associated with installing and
   maintaining computers, cable and telephone lines and equipment used primarily for investment and
   trading purposes), bank service fees, withholding and transfer fees, taxes, other expenses related to
   the purchase, sale or transmittal of Oasis Fund assets, other similar investment related expenses and
   any extraordinary expenses as shall be determined by the Oasis GP or Oasis Funds’ directors, as the
   case may be, in its/their sole discretion.

    The Sub-Advised Fund will bear its pro rata share of trading-related fees, costs and expenses
    reasonably incurred in the operation of the Sub-Advised Fund.

    The Firm also allocates a portion of certain Vehicles’ capital to money market funds or exchange-

traded funds. In addition to the fees and expenses discussed above, the Vehicles will indirectly
incur similar fees and expenses if the Firm invests their capital in such funds, as these funds in turn
pay similar fees and expenses to their investment managers and other service providers.

From time to time, the Firm permits certain investors to co-invest in investments in one or more of
the Vehicles, subject to the relevant Governing Documents, as well as the considerations described
in Item 6 below. There may be instances in which the Vehicles will not invest in a particular
opportunity (where, for example, it is deemed not appropriate for the Vehicles) but the opportunity
is still offered to other clients or investors. The Firm is typically not obligated to offer co-
investment opportunities to one or more co-investors, and no potential co-investor will be obligated
to participate in any such opportunity. The Firm has sole discretion as to the amount (if any) of a
co-investment opportunity that will be allocated to one or more clients or investors. In this regard,
certain clients and investors have been provided with co-investment rights pursuant to side letter
or other arrangements, including single- and multi-investor Oasis Funds set up by Oasis to pursue
co-investments (“Co-Investment Vehicles”) that are offered co-investment opportunities in the
Firm’s sole discretion. The Firm will typically prioritize such clients and investors when
determining whether and how to offer co-investment opportunities. The Firm will seek to address
conflicts presented by the allocation of co-investment opportunities by acting in accordance with
its written policies and procedures that address the portfolio allocations for co-investment accounts
managed by the Firm.

Co-Investment Vehicles will typically bear their pro rata share of fees, costs and expenses related
to the discovery, investigation, development, acquisition or consummation, ownership,
...

Types of Clients

    As described in Item 4, each entity comprising the Firm advises or sub-advises the Funds. The
    Oasis Funds’ investors are generally high net worth individuals, public and private pension funds,
    sovereign wealth funds, institutions, or private funds. The minimum investment in the Oasis Funds
    is generally $100,000 for certain Co-Investment Vehicles and $5,000,000 for other Oasis Funds,
    although Oasis GP or the directors of an Oasis Fund, as applicable, maintain discretion to
    individually waive, increase, or reduce the minimum investment required.

    The Firm would determine a minimum investment for future Vehicles on a case-by-case basis.