Square Nine Capital LP

Item 5 – Fees and Compensation

A. Detailed information regarding the fees that are charged to the Fund are provided in the Fund’s
   Governing Documents. Generally, the Firm is entitled to a management fee as compensation for its
   advisory services. Generally, the Firm is also entitled to receive a performance-based fee in the form
   of a “carried interest”, which is calculated based on a percentage of realized gains generated by the
   Fund, less investors capital commitments, investor’s pro rata share of net unrealized losses due to
   permanently written off investments, management fees and expenses after investors have earned a
   preferred rate of return. More information about the performance-based fee received by the Firm is
   provided in Item 6.

B. The Firm deducts a management fee as a percentage of invested capital of the Fund quarterly, in
   advance. (the “Management Fee”) Consistent with the applicable Governing Documents, the
   management fee is calculated based on invested capital. Certain investors may negotiate different
   payment terms.

C. A description of the types of fees or expenses the Fund will pay are set forth in detail in the Governing
   Documents. Certain portfolio companies will be charged transaction fees (including set-up, break-up,
   advisory, commitment, loan origination and other similar fees) in connection with the services to be
   provided with respect to such portfolio company (the “Transaction Fees”). The portion of Transaction
   Fees allocable to the Fund are passed through to the Fund, they are not kept or received by the Firm
   and do not offset the Management Fee. The Firm keeps its portion of such Transaction Fees which
   does not offset the Management Fee. The Fund generally bears all costs and expenses relating to their
   operations, including, but not limited to: (i) organizational expenses associated of the Fund; (ii) activities
   with respect to originating, structuring, consummating, financing, holding, monitoring, valuing, and
   trading investments or seeking to do any of the foregoing, whether or not such transaction is
   consummated; (ii) indebtedness or guarantees made by, the Fund, or its affiliates including any interest
   with respect thereto; (iii) financing, commitment and origination; (iv) broker, dealer, underwriting, loan
   administration, private placement fees, sales commissions and investment banking; (v) brokerage,
   custodian, trustee, record keeping and other similar services; (vi) legal, accounting, administration,
   auditing, research, valuation, consulting, tax and other professional services; (vii) insurance costs; (viii)
   travel, lodging, meals or entertainment in connection with any investment; (ix) filing, printing, title,
   transfer, survey and registration; (x) reverse breakup, termination and other similar fees; (xi) the
   preparation, distribution or filing of financial statements or other reports, tax returns, tax estimates,
   Schedule K-1s, or any administrative, compliance, regulatory or other reporting directly attributable to
   the Fund; (xii) developing, licensing, implementing or maintaining any software or other administrative
   reporting tools; (xiii) activities of the Fund’s advisory committee; (xiv) indemnification obligations; (xv)
   actual, threatened or anticipated litigation, mediation, arbitration or other dispute resolution process,
   including any judgment, award or settlement; (xvi) any annual limited partner meeting or other meetings
   with the limited partners; (xvii) any taxes, fees or other governmental charges levied against the Fund
   and all expenses incurred in connection with any tax audit, investigation or review of the Fund; (xviii)
   any fee, cost, expense, liability or obligation relating to any alternative investment vehicle or its
   activities, portfolio companies or investments related to the Fund, to the extent not reimbursed by such
   vehicle; (xix) unreimbursed costs and expenses incurred in connection with any transfer or proposed
   transfer; (xx) any activities with respect to protecting the confidential or non-public nature of any
   information; (xxi) marketing and publicity to the extent incurred in connection with any investment; (xxii)
   the termination, winding up or dissolution of the Fund; (xxiii) defaults by a limited partner and to the
   extent not reimbursed by such defaulting partner, any fees, costs and expenses relating to litigation or
   threatened litigation; (xxiv) amendments, waivers, consents or approvals of the Governing Documents;
   (xxv) (A) complying with any law, rule, regulation or policy related to the activities of the Fund and/or
   (B) any litigation or governmental inquiry, investigation or proceeding involving the Fund, including the
   amount of any judgments, settlements or fines paid in connection therewith; (xxvii) making distributions
   to the investors; (xxviii) compliance or regulatory matters related to the Fund (including compliance with
   the Governing Documents and similar agreements with investors); (xxix) amendments, waivers,
   consents or approvals pursuant to side letters or similar agreements with investors; (xxx) the
   Management Fee; (xxxi) costs of third party service providers related to any of the foregoing and (xxxi)

    any other fees, costs, expenses, liabilities or obligations approved by the Fund’s advisory committee.
    Fund investors will be assessed periodically for expenses in proportion to their respective capital
    commitments.

    Consistent with the applicable Governing Documents, the Fund bears the expense of any “dead deal
    costs” relating to unconsummated investments. Further discussion of the fees and expenses to be
    charged to the Fund can be found in the Fund’s Governing Documents.

    The Fund is unlikely to incur brokerage costs. Due to the nature of the Firm’s business, broker-dealers
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Item 7 – Types of Clients

The Firm provides advice to the Fund, a private pooled investment vehicle that is exempt from registration
under the Investment Company Act. Investment in the Fund is limited to individuals and entities that meet
the criteria of “qualified purchasers”. As mentioned in Item 4, the Firm may also provide similar advisory
services to, without limitation, proprietary accounts and other investment vehicles in the future.

Prospective investors should refer to the Governing Documents of the Fund for information on minimum
investment requirements, in addition to other requirements for opening or maintaining an account. The
Firm will, from time to time, reduce the minimum investment commitment for certain investors.