Sessa Capital IM LP

Item 5 – Fees and Compensation

5.A. Adviser Compensation

Detailed descriptions of fees charged to Investors in the Funds are included in each Fund’s
offering documents. In addition, Sessa Capital and the Funds’ general partner have authority to
waive or reduce fees charged to certain Investors.

Asset-Based Compensation

Sessa Capital is paid a management fee, payable quarterly in advance, of no more than 1.5% per
year of the value of each Investor’s interest in the Funds, calculated as of the first day of the
calendar quarter.

Performance-Based Compensation

The Funds’ general partner, Sessa Capital GP, LLC is entitled to receive an annual performance-
based allocation equal to no more than 20% of the net capital appreciation credited to each
Investor in the Funds, subject to a high-water mark. The performance allocation, if any, is
generally calculated and determined as of December 31st of each year, but may be calculated on
other dates, such as upon the termination of the Fund and the final liquidation of its assets. If an
Investor withdraws on a date other than December 31st, the performance allocation will be
calculated through the date of withdrawal with respect to such Investor. Any performance-based
compensation complies with Rule 205-3 under the Investment Advisers Act of 1940, as amended
(the “Advisers Act”).

5.B. Direct Billing of Advisory Fees

Management fees and performance allocations are deducted directly from each Fund’s account
with its custodian, in accordance with invoices and instructions prepared by Sessa Capital and
each Fund’s offering documents.

5.C. Other Non-Advisory Fees

The management fee and the performance allocation are exclusive of brokerage commissions,
transaction fees, and other related costs and expenses that are incurred by the Funds and
indirectly borne by Investors. The Funds incur certain charges for services by custodians, brokers,
administrators, lawyers, auditors and other third parties such as custodial fees, wire transfer and
electronic fund fees, audit and legal fees, and other fees and taxes on brokerage accounts and

securities transactions. The Funds’ portfolios may include positions in mutual funds or exchange
traded funds that also charge management fees. Such charges, fees, and commissions are
exclusive of, and in addition to, Sessa Capital’s fees. Sessa Capital does not receive any portion
of these commissions, fees, and costs.

Sessa Capital may identify an investment opportunity or opportunities that have capacity greater
than what Sessa Capital can invest on its own. At times, Sessa Capital may, but is not obligated
to, offer certain Investors and others the opportunity to participate in the investment
opportunity through a managed account, special purpose vehicle or other advisory basis where
Sessa Capital may receive compensation or other consideration from the Investors and others
who participate in the opportunity.

The investments made by the Funds may include “new issue” securities. If a Fund invests in “new
issue” securities, the interests of the Investors may be divided into classes, one of which includes
those Investors that are eligible to participate in new issue investments, and the other of which
includes those Investors that are ineligible. Net profits and net losses on new issues will be
allocated to the class of eligible Investors. As a matter of fairness to the Investors who do not
participate in gains or losses from new issue securities purchased by a Fund, an appropriate use-
of-funds charge, to be determined by the Fund’s general partner in its sole discretion, may be
charged to the assets attributable to the capital accounts of those eligible Investors and credited
to all capital accounts pro rata in accordance with their respective balances for the applicable
fiscal period.

Item 12 below describes the factors that Sessa Capital considers in selecting broker-dealers for
Fund transactions and determining the reasonableness of their compensation (e.g.,
commissions).

5.D. Advance Payment of Fees

Fees include a management fee, which is generally payable quarterly as of the first day of the
quarter. Management fees are charged on a prorated basis with respect to capital contributions
accepted on days other than the first business day of a calendar quarter. If any Investor
withdraws all or a portion of its capital account from a Fund on any day other than the last day
of a calendar quarter, such Investor’s capital account will be credited, on the withdrawal date,
with the unearned portion of the management fee attributable to the percentage withdrawn as
of such date.

5.E. Compensation for Sale of Securities or Other Investment Products

Neither Sessa Capital nor its supervised persons accept compensation for the sale of securities
or other investment products, including asset-based sales charges or service fees from the sale
of mutual funds.

Item 7 – Types of Clients

Sessa Capital’s clients are Sessa Capital (Master), L.P., Sessa Capital Special Opportunity Fund II,
L.P., and Sessa Capital Special Opportunity Fund III, L.P. Sessa Capital, L.P., a Delaware limited
partnership and Sessa Capital (International), Ltd., a Cayman Islands exempted company are the
feeder entities in a “master-feeder” structure and invest substantially all of their investable assets
in Sessa Capital (Master), LP.

The minimum initial investment in Sessa Capital (Master), L.P. is $1,000,000 and each additional
capital contribution must be in the amount of at least $250,000. The minimum initial investment
in Sessa Capital Special Opportunity Fund II, L.P. is $1,000,000 and additional capital contributions
may be accepted. The minimum initial investment in Sessa Capital Special Opportunity Fund III,
L.P. is $5,000,000 and additional capital contributions may be accepted. The general partner, in
its sole discretion, may admit new Investors at any time, may refuse any new investments and
may accept initial and additional investments which are lower than the stated minimum.
Minimum withdrawal amounts and minimum capital account size may apply in the event of a
partial withdrawal. An Investor also may be required to withdraw all or part of its interest in a
Fund upon provision of reasonable notice. All Investors must be qualified purchasers and
qualified clients.