RedBird Capital Partners Management LLC

ITEM 5 – FEES AND COMPENSATION

Fees

As further described below, generally, RedBird and/or the applicable GP (or another RedBird
affiliate) are compensated by the Funds through the payment of management fees (or other
payments) and performance-based fees. The specific terms relating to the fees paid by any Fund
are negotiated between RedBird, the applicable GP and the investors in the respective Fund at
the time of such Fund’s formation.

RedBird receives a management fee (the “Management Fee”) from the Funds that is paid quarterly
in advance. During the “Commitment Period” (as defined in each Fund’s Governing
Documents), the annual amount of the Management Fee from the Funds is generally either based
on a percentage of the aggregate capital commitments to the applicable Fund or each investor’s
actively invested capital contributions (as defined in each Fund’s Governing Documents) of the
applicable Fund. The annual amount of the Management Fee paid to RedBird by the JV is a fixed-
amount based on the budgeted expenses anticipated during the term of the Services Agreement.
Although certain Funds have invested or are expected to invest into the JV, the investment by such
Funds into the JV will not economically bear the JV’s Management Fee.

Additionally, the applicable GP may be eligible to receive performance-based compensation
from certain Funds based on a percentage of investment proceeds on distributions (the “Carried
Interest”). Distributions will be split between investors and the GP as set forth in the respective
Fund’s Governing Documents. The Carried Interest will be generally equal to a percentage of
the applicable Fund’s realized profits, which applies once an investor in the Fund has
received an annual rate of return, and may be subject to a waterfall, as set forth in the
respective Governing Documents. A RedBird affiliate may also earn Carried Interest in connection
with the JV pursuant to the JV’s Governing Documents, although the Funds will not bear any
Carried Interest at the level of the JV.

It should be noted that the Strategic Investor participates in a portion of the Carried Interest paid to
the applicable GP (or another RedBird affiliate) by certain Funds and in the management fees
received from certain Funds, and that a different strategic investor receives participates in a portion
of the management fees and carried interest generated by RCP Cap Sol and certain related Funds.

RedBird or the GP (as applicable) may elect to waive or reduce Management Fees, performance-
based compensation, Special Fees and/or other payments for any investor, including investors that
are affiliates and/or related persons of RedBird. It should be noted that investors that are
affiliates and/or related persons of RedBird, which include (among other persons) officers and
employees of the firm, will typically not be charged a Management Fee or be subject to Carried
Interest. As such, the GP COIs are not subject to such fees but do bear their pro rata share of
operating expenses borne by the applicable Funds, as described below.

Fees charged to any future COI, including any Management Fee, will be negotiated on a case-by-
case basis. Such terms may be substantially similar to or substantially different than the fee terms
described above.

RedBird or the GP (as applicable) deducts fees directly from the applicable Funds’ assets or through
a separate capital call. Investors do not have the ability to choose to be billed directly for fees
incurred.

In addition, RedBird and its affiliates have in the past received, and are expected in the future to
receive, financial consulting fees, directors’ fees, monitoring fees and other deal fees and break-up
fees, advisory fees, placement fees and all other similar fees and compensation relating to the
making, disposition or management of investments (collectively, “Transaction Fees”) earned in
respect of the Funds’ investments, which in certain cases will reduce any Management Fee or
c e r t a i n other payments payable by the Funds, as set forth in the respective Fund’s Disclosure
Documents (as applicable) and Governing Documents. Typically, the fee offset will not apply
to other COIs. Any such fees received i n c o n n e c t i o n w i t h an investment that is shared
between the Funds will be allocated among the participating Funds pro rata based on the amount
contributed to the investment. Where certain Governing Documents permit, fees paid directly from
a portfolio company to RedBird will be allocated across all owners of such company and therefore
only the portion specifically allocable to a given Fund will be offset against such Fund’s
Management Fee. Notwithstanding the foregoing with respect to Transaction Fees, as is further set
forth in the applicable Governing Documents and as noted above in Item 4, RedBird or its affiliates
have received and are expected to continue to receive, and portfolio companies have borne and are
expected to continue to bear, Special Fees, in each case without reduction or offset to the
Management Fee or any other amount payable to RedBird or its affiliates. However, Special Fees
may be treated as Transaction Fees when a Fund’s share of cumulative Special Fees from inception
exceeds certain thresholds of the Fund’s aggregate capital commitments as set forth in the applicable
Governing Documents. Additionally, certain Transaction Fees associated with Affiliated Services
provided by RPS will be treated as Special Fees and may be used to offset the Management Fees or
other payments otherwise payable by the Funds based on the applicable Governing Documents of
such Fund. At the times (if any) prescribed in the Governing Documents, RedBird will disclose to
the members of the applicable Advisory Board all Affiliated Services provided to the applicable
Fund and the applicable Fund’s share of all Special Fees and Transaction Fees received by
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ITEM 7 – TYPES OF CLIENTS

As described in Item 4 above, RedBird provides discretionary investment advisory services to
pooled investment vehicles and certain Funds of One which are operated as private equity funds.
With respect to the JV, RedBird acts at the instruction (or pursuant to delegation once an investment
is approved) of the JV’s Board of Managers. With respect to the non-discretionary Funds of One,
pursuant to the applicable Governing Documents of each such Fund of One, RedBird seeks approval
from the underlying investor by providing notice of the investment opportunity and is permitted to
make investments after granted approval, which may be in the form of negative consent.

Each investor in the Funds must meet certain eligibility provisions. Specifically, each investor in
the Funds is required to represent that it is an “accredited investor” within the meaning of
Regulation D of the Securities Act and, depending on the particular Fund in which an investor
subscribes, may be required to represent that it is a “qualified client” under Rule 205-3 of the
U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), or a “qualified
purchaser” as defined in section 2(a)(51)(A) of the Investment Company Act.

In addition, certain of the Funds are subject to minimum capital commitments, as set forth in the
applicable Governing Documents. RedBird or the applicable GP may waive or reduce the
minimum capital commitment for any investor.