Solel Partners LP

FEES AND COMPENSATION

Solel receives asset-based fees (“Management Fees”) from certain Funds, and the General Partner receives
performance-based profit allocations (“Profit Allocation”) from certain Funds. The terms and amounts of
the Management Fee and Profit Allocation are not negotiable by investors in the Funds, although the
General Partner and Investment Adviser reserve the right to waive or modify the Management Fee and
Profit Allocation for particular investors, and it is expected that employees and their family members and
other internal capital will not be subject to such fees. In addition, the General Partner may in the future
authorize the creation of additional classes of limited partners in any of the Funds with differing fees.

The fees and expenses with respect to each Fund are described in detail in the applicable Fund’s
Confidential Offering Materials. The descriptions below are brief summaries and are qualified in their
entirety by such Confidential Offering Materials. With respect to the Solel Capital Partners Funds, Solel
receives a monthly Management Fee paid in advance as of the first calendar day of each calendar month,
and the General Partner is entitled to an annual Profit Allocation generally based on the net capital
appreciation in an investor’s capital account in excess of a non-cumulative specified hurdle rate and subject
to a modified high-water mark structure.

As described in fuller detail in each Fund’s Confidential Offering Materials, each Fund bears its own
operational expenses, which may include, but are not limited to, (i) the Management Fee (if applicable);
(ii) the fee paid to the Fund’s administrator; (iii) accounting and tax preparation expenses; (iv) research
expenses and other expenses related to the investment process; (v) transaction fees and costs in connection
with investing and trading, including brokerage commissions (including options and futures trades),
spreads, mark-ups on securities, swaps and forwards, short borrowings and dividends, currency and other
hedging costs, interest expenses in respect of margin accounts, repurchase agreements and other financing
expenses and other similar costs and expenses; (vi) the cost of insurance benefitting the Funds, the General
Partner and Solel; (vii) legal and regulatory compliance expenses related to the Funds and their operations;
(viii) ongoing offering expenses; (ix) filing fees and expenses; (x) expenses related to the Advisory
Committee; (xi) extraordinary expenses (e.g., litigation costs and indemnification obligations); (xii) any
expenses relating to the winding down of the Funds; and (xiii) any other expenses related to the Funds’
ongoing operation. The Funds also bear their own organizational expenses and the organizational and
operating expenses of any subsidiary funds or acquisition vehicles they establish. Solel may in its discretion
allocate specific expenses to a Fund or a specific investor if it deems it fair and equitable to the Funds and
their investors. Solel may pay or advance certain expenses of a Fund, subject to later reimbursement.

Any expenses incurred for the benefit of more than one Fund shall be allocated among the Funds in such
manner as Solel considers fair and equitable, which may, among other things, include the following
allocation methods: (i) a pro rata basis based on assets under management or (ii) relative benefit.
Alternatively, in certain circumstances, as determined by Solel, expenses attributable to a particular
investment may be allocated according to each Fund’s allocable portion of such investment. When using
the pro rata methodology, the percentage used shall reflect the aggregate main account value of active
investors less any un-expensed management fees.

Additional information about matters addressed in Item 5 can be found below in Item 6 (Performance-
Based Fees and Side-by-Side Management”), Item 11 (“Code of Ethics, Participation or Interest in Client
Transactions and Personal Trading”), Item 12 (“Brokerage Practices”) and in the Confidential Offering
Materials.

TYPES OF CLIENTS

Solel’s clients are the Funds to which it provides investment management and administrative services.
Investors in the Funds may consist of U.S. and non-U.S. institutional investors, charitable foundations,
endowments, pension plans, funds of funds, private or family-owned investment entities, trusts and
individuals. Investors in the Funds must meet certain qualification requirements under applicable federal
securities and commodities laws as set forth in each Fund’s Confidential Offering Materials. The Solel
Capital Partners Funds’ stated minimum initial investment is $10,000,000. Minimum investment amounts
may be waived by the General Partner in certain circumstances and do not apply to investors who are Solel
employees, affiliates, family members and similar parties.