Patient Square Capital LP

Item 5. Fees and Compensation

In general, Patient Square receives a management fee and a carried interest in connection with
advisory services. Except as otherwise described in “Valuation Creation Function Personnel”,
“Covered In-House Services,” “Broker-Dealer Affiliate” and “Senior Advisors” below, Patient
Square, or other Patient Square entities or affiliates receive additional compensation in
connection with management and other services performed for portfolio companies of Funds and
such additional compensation will offset in whole or in part the Management Fees (as defined
below) otherwise payable to Patient Square in accordance with the applicable Governing
Documents. In addition, in certain circumstances, Patient Square is permitted to receive
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds. Investors in the Funds also bear certain expenses,
including expenses of Patient Square and its affiliates in accordance with the applicable
Governing Documents.
Management Fees
Subject to the specific provisions in each Fund’s Governing Documents, a Fund will generally pay
Patient Square, quarterly and in advance, a management fee (the “Management Fee”), although
certain Funds (or Investors in those Funds) will not be required to pay a management fee.
Management Fees will be calculated and charged on a basis that is generally not tied to the
Fund’s then-current net asset value. From the effective date of the relevant Fund until a date
specified in the Governing Documents (generally representing the date Patient Square first
receives or begins to accrue management fees with respect to a new blind pool, equity investment
fund with objectives, strategy, scope, and investment criteria substantially similar to those of such
Fund or the end of the Fund’s investment period, the “Stepdown Date”), Management Fees
generally will be up to 2% of aggregate Investor capital commitments (“Commitments”). Investors
participating in a closing after the Effective Date (as defined in the Governing Documents,
generally representing the later of (i) the date of which the relevant General Partner notifies the
Limited Partners that the General Partner in its sole discretion has determined that its partners
have commenced identifying and investigating new investment opportunities for the Fund or (ii)
the initial closing date) bear the Management Fee from such date, generally in addition to an
interest component payable to Patient Square or an affiliate. After the Stepdown Date,
Management Fees will generally be up to 2% of the aggregate unrecouped bridge financing and
investment contributions (including, where applicable, a Fund borrowing component and the
amount of any capitalized Transaction Fees (as defined below) or expenses) made or payable to

a Fund with respect to portfolio company investments that have not been disposed of less the
aggregate amount of any permanent write downs of investments that have not been disposed of
(such investments, “Impaired Value Investments”), in each case as determined on the first day of
the period to which the Management Fee relates. With respect to certain Funds, the Management
Fee rate may be reduced or otherwise adjusted during any extension of a Fund's term beyond its
initial term, as determined by the applicable General Partner and as further described in the
applicable Governing Documents. Due to potential differences in the criteria set forth in their
respective Governing Documents, in the event where more than one Fund participates in an
investment, there is the possibility that an investment will become an Impaired Value Investment
for purposes of one Fund’s Governing Documents but not those of one or more other Funds.

The amount of Management Fees generally will not correspond with fluctuations in a Fund’s net
asset value, including following the investment period, and will only be reduced, if at all, as a result
of the relevant Impaired Value Investment standard. Further, once paid or accrued, Management
Fees generally will not be reimbursed or refunded under the Governing Documents in the event
of realizations, dispositions or write-downs that occur partway through the relevant calculation
period or other events not constituting a complete realization, such as a partial sale or disposition,
reorganizations, recapitalization (including recapitalizations involving dividends), roll-over
investment in connection with a sale or dividend distribution, except in the case of investments
meeting the relevant Impaired Value Investment standard under the Governing Documents.
Except where a Fund’s Governing Documents expressly provide to the contrary, Management
Fees will not be reduced (in whole or in part) in the case of partial sales, distributions or
dispositions of investments. Additionally, after the Stepdown Date, where there has been a partial
distribution, partial write-down or partial sale of an investment, and the fair market value of the
remaining portion of such investment following such event exceeds the total amount of investment
contributions relating to such investment, Management Fees will generally not be reduced.

In many circumstances, the Management Fee base of such post-Stepdown Date Management
Fees will include capitalized transaction-specific fees and expenses of unrealized investments,
including certain fees (such as Transaction Fees) and expenses paid to service providers
(including suppliers, vendors, consultants, lenders, law firms including Fund or transaction
counsel), transaction service providers and their respective affiliates, personnel and related
investment vehicles (together, “Service Providers”), VCF Personnel (as defined below), Senior
Advisors, the Broker-Dealer Affiliate, third parties, Patient Square or its affiliates.

The Governing Documents set forth the full list of terms under which Management Fees will be
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Item 7. Types of Clients

As described in Item 4 above, Patient Square provides investment advice to the Funds that are
exempt from registration as an investment company under the Investment Company Act and
whose interests are not registered under the Securities Act. Investors in the Funds include
institutions, sovereign wealth funds, pension funds, endowments, foundations, family offices,
health systems, consultants, private wealth platforms, insurance companies, high net-worth
individuals, trusts funds of funds, and other sophisticated investors that meet certain qualification
requirements. The Funds generally have a minimum investment amount of $10,000,000 for third-
party Investors, and the Funds’ interests are offered and sold solely to qualified purchasers (or
qualified knowledgeable Patient Square personnel), which may be waived on a case-by-case
basis subject to Patient Square’s discretion.