Park West Asset Management LLC

FEES AND COMPENSATION

A.     Advisory Services and Fees

        We receive management fees and performance-based incentive allocations from our
Clients in consideration for the investment advisory services we provide in accordance with the
terms set forth in the relevant Offering Documents.

        Our standard fee schedule for Clients is comprised of (i) a monthly management fee of
0.146% of each capital account’s net asset value (“NAV”) at the beginning of each month (which
results in an annual management fee of 1.75%), and (ii) an annual incentive allocation equal to
20% of any net capital appreciation. The incentive allocations are subject to a high water mark.
For the avoidance of doubt, Park West GP LLC receives the incentive allocations as the general
partner of PWP Onshore Feeder Fund, PWP Intermediate Fund, PWI Onshore Feeder Fund, and
PWI Intermediate Fund.

        We hold a sub-set of investments that are illiquid and as a result are held as designated
investments in separate capital accounts that correspond to a sub-series of our standard share class
(“Designated Investments”). The Funds ordinarily pay PWAM a monthly management fee, in
advance, in respect of Designated Investments capital accounts (hereinafter “DI Shares”) that
correspond to a sub-series of Standard Class Shares (as defined with each respective Fund’s
applicable offering documents), equal to (i) the NAV of each Sub-Series of the DI Shares as of the
beginning of such month, which NAV will be determined for this purpose by valuating each
designated investment at the lesser of the cost of such designated investment or its market value
as of the beginning of such month, multiplied (ii) by a rate determined in accordance with the
following schedule:

               •   One twelfth of 1.00% beginning on the first day of the month after such DI
                   Shares are issued;

               •   One twelfth of 0.75% beginning on the first day of the 13th month after such DI
                   Shares are issued;

               •   One twelfth of 0.50% beginning on the first day of the 25th month after such DI
                   Shares are issued; and

               •   One twelfth of 0.25% beginning on the first day of the 37th month after such DI
                   Shares are issued through the date that such DI Shares have been redeemed.

       We have determined to waive the management fee with respect to the Initial DI Shares, as
of January 1, 2026.

        Please refer to each Fund’s respective offering documents related to incentive allocation
calculation considerations for Designated Investments. We charge a management fee for services
related to the Park West BA01 Fund, of one half of one percent (0.5%) per annum for the first 36
months following the closing, which reduces to one quarter of one percent (0.25%) per annum,
between months 37 to 96 following the closing, and which reduces further to zero percent (0%) in

month 97 following the closing until the final liquidation and termination of the partnership. The
management fee is payable annually in advance each January and shall be charged a pro rata
portion of the management fee representing that portion of the year during which the Park West
BA01 Fund is in existence. In addition, Park West BA01 GP LLC receives a 10% incentive
allocation.

         Certain Clients or investors may invest on terms that differ from the terms generally
applicable to other Clients or investors. Such differing terms may be more favorable than the terms
provided to other Clients (or underlying investors) and may include, but are not limited to: (i) the
ability to withdraw or redeem capital, (ii) access to information, and (iii) special rights concerning
an investment. Further, we, in our sole discretion, may reduce, waive, or otherwise modify the
management fees or performance-based allocations. Modification of these terms may, in some
cases, be based upon, among other things, the amount of an investor’s investment, an agreement
by an investor to maintain such investment for a specified period of time, or other commitments
by an investor. Additionally, our officers and employees may invest on terms that are more
advantageous than those of our Clients (or underlying investors).

       For a more complete discussion of our advisory fees, Clients and investors should refer to
the applicable Offering Documents.

B.     Payment of Fees

       The Offering Documents govern the terms of compensation and the manner in which we
are compensated by each Client. We typically debit from Client accounts our management fees
monthly in advance as of the beginning of each month, and our incentive allocations at the time
such incentive allocations are calculated.

C.     Additional Expenses and Fees

        Operating Expenses. The Offering Documents provide that our Clients will generally be
responsible for their respective organizational, offering and certain of their operational expenses,
including legal, accounting, regulatory, risk management, order management, portfolio accounting
and administrative expenses. In addition, our Clients may incur certain charges imposed by
custodians, brokers, and other third parties, including custodial fees, sales commissions, wire
transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions.

        Our management fees are generally exclusive of such brokerage commissions, custody
fees, fund or investment vehicle expenses, transaction fees, and other related costs and expenses.
We typically do not receive any portion of these commissions, fees, and costs and will not receive
a brokerage commission or any other compensation attributable to the sale of securities or other
investment products. For a detailed discussion of our brokerage practices, please see Item 12,

TYPES OF CLIENTS

       We currently provide investment advisory services to private investment vehicles offered
to foundations, endowments, high net worth, financially sophisticated individuals and institutional
investors.

        Investors must make initial investments of at least either $10,000,000 or $2,000,000,
depending on the Client in which such investor intends to invest. However, we may accept amounts
less than the applicable minimum in certain circumstances, such as initial investments (but in no
event will we, on behalf of our Clients, accept an initial investment of less than $100,000 for the
PWP Offshore Feeder Fund or the PWI Offshore Feeder Fund).

        Investors in the PWP Onshore Feeder Fund, which is intended primarily for taxable U.S.
investors, must generally be “accredited investors” (as that term is defined in Rule 501(a) of
Regulation D of the Securities Act of 1933, as amended). Investors in the PWP Offshore Feeder
Fund must generally be non-U.S. persons or certain U.S. tax-exempt investors that are “accredited
investors.” Investors in the PWI Onshore Feeder Fund, which is intended primarily for taxable
U.S. investors, must generally be both (i) “accredited investors” and (ii) “qualified purchasers” (as
that term is defined in Section 2(a)(1) of the Investment Company Act of 1940). Investors in the
PWI Offshore Feeder Fund must generally be non-U.S. persons or certain U.S. tax-exempt
investors that are both (i) “accredited investors” and (ii) “qualified purchasers.” Investors in the
Park West BA01 LP Fund must generally be taxable U.S. investors that are both (i) “accredited
investors” and (ii) “qualified purchasers.”