Raptor Capital Management LP

Item 5 – Fees and Compensation

Management Fees
RCM charges the following management fees with respect to the vehicles and accounts it
manages or may in the future manage:
(i)     For Raptor Ventures, the management fee is equal to 2.0% of an investor’s capital
        commitment, payable in advance on a quarterly basis until the expiration of the fund’s
        investment period (or a shorter period in certain circumstances), and thereafter reduced
        to 2.0% of each investor’s portion of the aggregate cost basis of all investments held by
        the fund (excluding the cost basis of any investments which have been written off for
        US federal income tax purposes).

(ii)    For Raptor Consumer Fund, the management fee applicable to investors in is equal to
        2.0% of an investor’s capital commitment, payable in advance on a quarterly basis until
        the expiration of the fund’s investment period (or a shorter period in certain
        circumstances), and thereafter reduced to 2.0% of each investor’s portion of the
        aggregate cost basis of all investments held by the fund (excluding the cost basis of any
        investments which have been written off for US federal income tax purposes).

(iii)   For the SPVs, there is no management fee.

(iv)    For the Liquidating Trust, there is no management fee.

(v)     For The Raptor Private Portfolio, there is no management fee. However, The Raptor
        Private Portfolio reimburses RCM for its direct expenses with respect to the
        management and administration of The Raptor Private Portfolio, including without
        limitation, a portion of the salary and employment-related expenses directly associated
        with RCM personnel who devote time to the management and administration of The
        Raptor Private Portfolio. In addition, The Raptor Private Portfolio pays management
        fees to certain underlying managers in whose funds the Raptor Private Portfolio is
        invested. These fees vary based on the underlying fund.

Management fees for any separate accounts with investment mandates specifically requested by
the client are separately negotiated with each client. Separate accounts generally are expected
to incur management fees of 2% to 2.5% per annum on such terms and conditions as are agreed
between the client and RCM in each client’s written account advisory agreement. Accounts
initiated or terminated during a calendar quarter will be charged a prorated fee. Upon
termination of any account, any prepaid, unearned fees will be promptly refunded, and any
earned, unpaid fees will be due and payable.

Other future pooled investment vehicles to which RCM serves as investment manager or
equivalent generally are expected to incur management fees of 2% to 2.5% per annum.

RCM may, in its sole and absolute discretion, agree to reduce, waive or calculate differently the
management fee with respect to any investor in any of its investment vehicles, including those
referenced above. Certain investors, including but not limited to, current and former employees
and affiliates of RCM and their respective family members and trusts, foundations or other
vehicles for the benefits of such persons, may not be subject to management fees.

Performance Fees or Allocations and “Carried Interest”

RCM or an affiliate of RCM (generally the general partner of the applicable fund) receives the
following performance fees or performance allocations or “carried interest” with respect to the
vehicles and accounts it manages or may in the future manage:
(i)     For Raptor Ventures, an affiliate of RCM is entitled to receive a carried interest with
        respect to each investment made by the fund, equal to 20% of the distributed capital
        with respect to such investment after the return of all invested capital to investors with
        respect to such investment.

(ii)    For Raptor Consumer Fund, an affiliate of RCM is entitled to receive a carried interest
        with respect to each investment made by the fund, which varies based on each class of
        interests in fund, and is generally equal to a percentage of the distributed capital with
        respect to such investment after the return of invested capital and a preferred return.

(iii)   For each of the SPVs, an affiliate of RCM is entitled to receive a carried interest
        generally equal to 20% of the distributed capital with respect to the investment made by
        it after the return of invested capital to investors with respect to such investment.

(iv)    For Raptor Private Portfolio and the Liquidating Trust, there is no performance
        compensation payable to RCM or its affiliates. The Raptor Private Portfolio is,
        however, subject to performance allocations with respect to certain underlying
        managers in whose funds the Raptor Private Portfolio is invested. These performance
        allocations vary based on the underlying fund.

Other future investment vehicles to which RCM serves as investment manager or equivalent
generally are expected to be subject to performance fees or allocations of 20% to 25% of the net
capital appreciation of such investor’s holdings for the applicable year or, in certain instances,
or carried interests of 20% to 25% of realized gains distributed over the life of the vehicle.
Performance fees and allocations are expected to be calculated subject to a loss caryforward that
generally would require that prior unrecouped net losses be made up before the performance fee
or allocation is applied.

The performance allocations for separate accounts, if any, with investment mandates
specifically requested by the client are separately negotiated with each client. Separate accounts
are generally expected to be subject to performance allocations of 20% on such terms and
conditions as are agreed between the client and RCM in the client’s written account advisory
...

Item 7 – Types of Clients

RCM currently provides discretionary investment management services to pooled investment
vehicles such as Raptor Ventures, Raptor Consumer Fund, the Raptor Private Portfolio and the
Liquidating Trust.
RCM’s clients in the future may include other pooled investment funds and vehicles, special
purposes vehicles, high net worth individuals, corporate pension and profit-sharing plans, Taft-
Hartley plans, charitable institutions, foundations, endowments, municipalities, trusts, sovereign
funds, foreign funds such as UCITs and SICAVs, and other U.S. and international institutions.
The minimum capital commitment for Raptor Ventures is $3,000,000 for institutional investors
and $1,000,000 for individual investors. The minimum capital commitment for Raptor
Consumer fund is $3,000,000 for institutional investors and $500,000 for individual investors.
In each case the minimum amount may be waived by RCM or its affiliates in their sole
discretion.