Raine Capital LLC

ITEM 5 – FEES AND COMPENSATION

           Item 5.A – Fees

           General

        Raine is generally compensated for advisory services through asset-based management fees. In
addition, Raine or certain of its affiliates receive performance-based compensation.

        The fees applicable to each Raine investment vehicle are set forth in detail in each Raine investment
vehicle’s offering documents and governing agreements.

        The calculation of fees payable by investors is complex and investors are advised to carefully
review the terms set forth in the offering documents and governing agreements of the applicable Raine
investment vehicle.

        Raine is permitted to reduce or waive the management fees described below with respect to any
investor in any Raine investment vehicle. In particular, Raine and its personnel, as well as certain business
associates and “friends and family” of the Manager, the Raine Group or qualified employees of Raine, are
not required to pay management fees, carried interest and/or incentive allocation.

         Please see Item 6 for a description of performance-based compensation, carried interest or incentive
allocation that may be payable by a Raine investment vehicle to the General Partner or Managing Member,
as applicable.

           Raine PE Funds

         With respect to the Raine PE Funds, in general, management fees are payable quarterly in advance,
are initially equal to 2.0% per annum of an investor’s capital commitment to the relevant Raine PE Fund
and are typically reduced upon the occurrence of certain events set forth in the applicable partnership
agreement (each such event, the “Stepdown Date”). With respect to the Raine Growth Funds and Raine
Gaming Fund, the management fee is reduced to 1.5% per annum of actively invested capital upon the
earliest to occur of the expiration of the commitment period, the date on which management fees for a
subsequent investment fund with a substantially similar investment mandate begin to accrue, and the date
such fund makes its first investment. In the case of the Raine Venture Funds, upon the earliest to occur of

the expiration of the commitment period, the date on which management fees for a subsequent investment
fund with a substantially similar investment mandate begin to accrue, and the date such subsequent
investment fund makes its first investment, the management fee is typically reduced to 2.0% per annum of
actively invested capital until the 10th anniversary of the initial closing date and thereafter for the remainder
of the term, to 1.5% per annum of actively invested capital. Therefore, as further specified in the governing
documents, after the Stepdown Date, management fees generally will be charged based the amount of
investment contributions made to the relevant Raine PE Fund relating to investments that have not yet been
fully realized or written off due to a permanent impairment in value, even, for the avoidance of doubt, where
an investment has been written down, but not fully written off (such investments, “Impaired Value
Investments”). Due to differences in the criteria set forth in their respective governing documents, in the
event where more than one Raine PE Fund participates in an investment, there is the possibility that an
investment will become an Impaired Value Investment for purposes of one Raine PE Fund’s governing
documents but not those of one or more other Raine PE Fund. As a result, except where the governing
documents expressly provide to the contrary, the amount of management fees generally will not correspond
with fluctuations in the net asset value of individual investments or of the Raine PE Client, including where
the fair market value of an investment exceeds or falls below the total amount of contributed capital or the
cost basis relating to such investment. Consequently, where an investment has been written off or had its
value impaired following the Stepdown Date (i.e., during a period when management fees are calculated
based on actively invested capital), the aggregate management fees paid to-date by a Raine PE Client in
respect of actively invested capital attributable to such investment may (or in the case of a written-off
investment, will) exceed the fair market value of such investment on the relevant determination date.

         The governing documents set forth the full list of terms under which a Raine PE Client’s
management fee will be reduced, offset or otherwise be limited, and consequently investors should expect
to bear the full specified management fee set forth in the governing documents until they are reduced in the
circumstances and on the date(s) specified therein.

         As permitted under the governing documents of the Raine PE Clients, Raine may elect to forego a
portion of the management fee in favor of a right (a) to receive a priority interest in future distributions of
the relevant Raine PE Client profits equal to the waived amounts or (b) to cause the investors to contribute
such waived amounts to such Raine PE Client on Raine’s behalf, which reduces the amount of capital Raine
would otherwise be required to contribute to such Raine PE Client.

        Co-Investment Vehicles

        With respect to co-investments, including Raine co-investment vehicles, any fees to be received by
Raine are negotiated on a case-by-case basis but may include asset-based fees and expense reimbursements
or non-advisory administrative fees. Generally, where applicable, any such management fees are payable
quarterly in advance by a Raine co-investment vehicle and are equal to up to 2.0% per annum of an
investor’s capital contribution to the applicable Raine co-investment vehicle, except that an investor in the
Raine Funds that participates in a Raine co-investment vehicle may not be required to pay management
fees on capital contributions made to the applicable Raine co-investment vehicle.

        Item 5.B – How Fees are Billed
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ITEM 7 – TYPES OF CLIENTS

         Raine generally provides investment advisory services on a discretionary basis, as described above
in response to Item 4, to the Raine Funds and Raine co-investment vehicles. Raine also provides investment
advisory services (i) on a discretionary basis to individual investors in SMAs and (ii) on a non-discretionary
basis to certain PVA Investors. Investment in Raine clients is generally only available to institutional
investors and certain high net worth investors that are (i) “accredited investors” as defined under Regulation
D promulgated under, or non-“U.S. persons” as defined under Regulation S promulgated under the
Securities Act of 1933, as amended (the “Securities Act”), and (ii) “qualified purchasers” or
“knowledgeable employees” of Raine as defined in the Investment Company Act of 1940, as amended, and
the rules and regulations promulgated thereunder.

         The Raine Funds generally have a specified minimum investment amount as set forth in their
offering documents, limited partnership agreements or other governing documents which typically ranges
from $5million to $15million. Such minimums are waived from time to time by Raine and are subject to
discretion, on the part of Raine or its affiliate, to permit investment of a smaller amount.

         Raine employees and other persons associated with Raine and/or its affiliates, and the Raine Group
out of its proprietary accounts, have made and may in the future make capital commitments and capital
contributions to Raine clients including below the minimum investment amounts.