Shore Capital Partners Management LP

Item 5: Fees and Compensation

The fees and expenses applicable to the Funds are set forth in detail in each of the Funds’ respective
offering documents (e.g., private placement memorandum, limited partnership agreement, limited
liability company agreement, and subscription agreement (collectively, the “Fund Documents”)). A
brief summary of fees and expenses is provided below.

SCP (through the SCP affiliates) is entitled to receive management fees (“Management Fees”) for the
investment management and advisory services provided to the Funds. The principal terms related to
the Management Fees payable by the Funds are currently as follows (unless otherwise noted in each
of the Funds’ respective offering documents):

   •   Depending on the Fund, Management Fees are either paid quarterly in advance or in arrears
       as set forth in the Fund Documents.
   •   Prior to the end of the relevant Fund’s investment period, Management Fees range up to 2%
       per annum of either the aggregate amount of the capital commitments by the limited partners
       to the relevant Fund or of net asset value of the relevant Fund. Investors participating in a
       closing after a Fund’s initial closing date bear the Management Fee from the initial closing
       date, generally in addition to an interest component payable to SCP or an affiliate.
   •   Upon a date specified in the Fund Documents (the “Stepdown Date”), the Management Fees
       will be reduced and will be calculated as a percent of the aggregate amount of the limited
       partners’ capital contributions in respect of investments that have not been realized or
       completely written-off for U.S. federal income tax purposes (such investments, “Impaired
       Value Investments”), or the unrealized portion of any investment that has been partially
       realized. As a result, the amount of Management Fees generally will not correspond with
       fluctuations in the net asset value of individual investments or of a Fund, including following
       the relevant investment period, and will not be reduced in connection with any write downs
       (whether temporary or permanent), except in the case of Impaired Value Investments. Except
       where the Fund Documents expressly provide to the contrary, Management Fees will not be
       reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g.,
       those resulting from dividend recapitalization) or reorganizations, restructurings, roll-over
       investments, extraordinary dividends or similar transactions, in each case in circumstances
       that do not result in the complete disposition of the relevant Fund’s interest therein, and even

    in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such
    investment has been reduced (including substantially reduced) as a result of such transactions.
•   In many circumstances, the post-Stepdown Date Management Fee base will include
    capitalized transaction-specific fees and expenses of unrealized investments, including certain
    fees (such as Other Fees (as defined below)) and expenses (such as interest expenses) paid to
    third parties, SCP or its affiliates.
•   The Fund Documents set forth the full list of terms under which Management Fees will be
    reduced, offset or otherwise be limited, and consequently investors should expect to bear the
    full specified Management Fee rate in the Fund Documents until they are reduced in the
    circumstances and on the date(s) specified therein. Due to differences in the criteria set forth
    in their respective Fund 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 the Fund Documents of one Fund but not those of one or more
    other Funds.
•   Transaction fees, monitoring fees, directors’ fees, break-up fees and other similar fees from
    portfolio companies (or potential portfolio companies in the case of break-up fees) received
    by SCP or SCP Affiliates (“Other Fees”) will be credited against the Management Fee
    otherwise owed to SCP by an amount specified in the relevant Fund Documents. In general,
    the offset is 80% of the relevant Fund’s proportionate share of such Other Fees after a
    specified threshold has been received by SCP as disclosed in each Fund’s respective offering
    documents and may change over time depending on timing of subsequent funds initiated. To
    the extent that such an offset credit would reduce the Management Fee for a given period
    below zero, the credit generally is carried forward for future application against payable
    Management Fees, and if a credit remains upon liquidation, SCP is permitted to retain the
    benefit, except where the Fund Documents require payment to be made to limited partners
    that have not elected to waive such amounts (e.g., where an adverse tax consequence
    potentially will result). Additionally, as a matter of practice, SCP is typically paid Other Fees
    from, on behalf of or with respect to co-investors in an investment. The receipt of such Other
    Fees will not reduce the Management Fee payable by any Fund(s) that have also invested in
    such investment, and as a result a Fund will, in most cases, only benefit with respect to its
    allocable portion of any such Other Fee and not the portion of any Other Fee (which SCP and
    its affiliates are expected to retain) that relates to, among other items: (i) General Partner,
    affiliated partner or similar fee-free investor commitments; or (ii) such co-investors or
    potential co-investors (which could include co-investment vehicles managed by SCP, service
    providers (including suppliers, vendors, consultants, lenders, law firms (including Fund and
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Item 7: Types of Clients

SCP provides investment management and advisory services, as described above in the Advisory
Business section, to the Funds. Investment advice is not provided individually to the limited partners
of the Funds. Investment in the Funds is generally only available to institutional investors and certain
high net worth investors that are “accredited investors” and “qualified purchasers,” within the

meaning of the U.S. Securities Act of 1933, as amended, and the U.S. Investment Company Act of
1940, as amended, respectively.

Investors in the Funds are generally required to make a capital commitment or investment of no less
than a required minimum amount as set forth in the relevant Fund Documents. At its discretion, SCP
or the General Partners are permitted to exempt certain “affiliated partner” investors in the Funds
from payment of all or a portion of Management Fees and/or carried interest, including SCP and any
other person designated by SCP, such as “friends and family” of SCP or its personnel, or other
investors meeting certain qualification requirements based on commitment size or other strategic or
relationship factors. The relevant General Partner reserves the right to make any such exemption from
fees and/or carried interest which may be made by a direct exemption, a rebate by SCP and/or its
affiliates, or through other Funds which co-invest with a Fund. The Funds, however, are closed to
new investors.