Par Capital Management Inc

Item 5 – Fees and Compensation

PAR Group, as the general partner of the Partnership, receives a management fee at an annual
rate of 1.00% of the aggregate value of the capital accounts of the limited partners of the
Partnership. The management fee is paid by deduction from the capital accounts of such
partners, generally within five (5) days of the first business day of the start of each calendar
quarter. PAR Group distributes the management fee to the Adviser.

In addition to the management fee, PAR Group may be entitled to an incentive allocation at the
end of each semi-annual measurement period commencing on January 1 and July 1 of any
calendar year. Incentive allocations are earned with respect to limited partners of the Partnership
and fee-paying GP limited partners if the book profit allocated to such partners during a
measurement period exceeds a 5% annualized return. This 5% annualized amount is referred to
as the “hurdle”. The incentive allocation is equal to 25% of the amount of the book profits in
excess of the hurdle allocated to such partner’s capital account during the measurement period.
If there is a performance shortfall for a partner relative to the hurdle in any given measurement
period, this shortfall must be recouped and subsequent period hurdles must be surpassed before
PAR Group is entitled to receive an incentive allocation with respect to such partner.

Current and retired shareholders and employees of the Advisor (the “PAR Principals”), have
made significant investments in the Partnership, directly or indirectly, including through PAR
Group. PAR Group has entered into side letter agreements (the “Side Letters”) with the PAR
Principals, which provide, among other things, that the limited partner capital accounts of the
PAR Principals in the Partnership shall not be charged or assessed management or incentive fees
or allocations by the Partnership. Rather, such fees or allocations are charged to, or assessed
against, the PAR Principals by PAR Group; provided that the PAR Group may waive such fees
or allocations for PAR Principals in accordance with its limited partnership agreement.

The management fee and incentive allocation percentages are not negotiable and the Adviser has
not entered into side letters or other arrangements with any limited partners of the Partnership
providing for different fee terms.

In addition to the management fee and incentive allocation, the Partnership is responsible for
payment of all costs and expenses incurred in connection with the formation and organizing of
the Partnership and PAR Group, as well as the ongoing management of the Partnership. Those
costs include items such as:

   •   brokerage commissions and other transaction costs associated with buying, selling,
       selling short and covering shorts,
   •   clearing and settlement charges,
   •   custodial fees and expenses,
   •   fees and expenses of the Administrator,
   •   legal and other costs and expenses incurred in connection with actual and proposed
       investments by the Partnership,
   •   expenses associated with research and research and data services and subscriptions
       (including, without limitation, third party research services such as newspapers,
       magazines, exchange feeds, security master services, news feeds and real-time desktop
       news and data services) and associated software licenses,
   •   bank service fees and interest expense,
   •   other legal and accounting expenses, including without limitation those incurred in
       connection with the Partnership audit and the preparation of Partnership financial
       statements, tax returns and Schedule K-1s as well as tax analysis software and services,
   •   professional and consulting fees and expenses associated with Partnership investments or
       prospective Partnership investments,
   •   expenses incurred by the Adviser’s personnel in connection with attendance at industry
       conferences,
   •   fees, costs and expenses associated with federal, state and non-U.S. regulatory filings or
       inquiries on behalf of, or related to the activities of, the Partnership,
   •   fees and expenses incurred in connection with proxy vote execution services and
       commissions paid to class action claims filing services,
   •   portfolio accounting, portfolio management, treasury management, execution
       management and portfolio analytics software and related services,

   •   expenses incurred in connection with the offering and sale of interests in the Partnership,
       and
   •   Any other fees and expenses of the Partnership, including extraordinary expenses.

Such costs and expenses are borne by the limited partners of the Partnership and PAR Group,
ratably on the basis of their respective capital accounts.

Item 12 below describes the factors the Adviser considers in selecting or recommending broker-
dealers for transactions by the Partnership and determining the reasonableness of their
compensation.

Item 7 – Types of Clients

The Adviser provides investment management services to the Partnership, its only client. The
limited partners of the Partnership are high-net worth individuals, family offices, trust programs,
endowments and foundations, and private investment funds, including fund of funds. To invest
in the Partnership, a prospective limited partner must provide the Partnership, PAR Group and
the Adviser with a reasonable basis to believe that such limited partner qualifies as an
“accredited investor” (as defined in Regulation D under the Securities Act of 1933) and is a
“qualified purchaser” (as that term is defined in Section 2(a)(51)A of the Investment Company
Act of 1940). The minimum initial investment by a limited partner in the Partnership is
$1,000,000, provided that PAR Group may waive this limitation in its sole discretion.