Sunrise Manager LLC

Item 5 Fees and Compensation
SUNS

Base Management Fee

SUNS shall pay Sunrise a management fee (the "Base Management Fee") of an amount

equal to 0.375% of SUNS’ equity, determined as of the last day of each quarter. The Base
Management Fees are reduced by the Base Management Fee Rebate (as defined in the
Management Agreement). Under no circumstances will the Base Management Fee be less
than zero. SUNS’ equity, for purposes of calculating the Base Management Fees, could be
greater than or less than the amount of stockholders’ equity shown on its financial statements.
The Base Management Fees are payable independent of the performance of SUNS’ loan
portfolio. In addition, the Base Management Fees can be reduced by the following: an amount
equal to 50% of the aggregate amount of any other fees earned and paid to Sunrise during the
applicable quarter resulting from the investment advisory services and general management
services rendered by Sunrise to SUNS under the Management Agreement, including any
agency fees relating to SUNS’ loans, but excluding any incentive compensation (further
described below) and any diligence fees paid to and earned by Sunrise and paid by third
parties in connection with due diligence of potential loans.
Incentive Compensation

In addition to the Base Management Fee, Sunrise receives incentive compensation of an
amount with respect to each fiscal quarter (or portion thereof that the Management Agreement
is in effect) based upon achievement of targeted levels of earnings. No incentive compensation
is payable with respect to any fiscal quarter unless SUNS Core Earnings (as defined in the
Management Agreement) for such quarter exceed the amount equal to the product of (i) 2%
and (ii) Adjusted Capital (as defined in the Management Agreement) as of the last day of the
immediately preceding fiscal quarter (such amount, the “Hurdle Amount”). The incentive
compensation for any fiscal quarter will otherwise be calculated as the sum of (i) the product
of (A) 50% and (B) the amount of Core Earnings for such quarter, if any, that exceeds the
Hurdle Amount, but is less than or equal to 166-2/3% of the Hurdle Amount and (ii) the product
of (A) 20% and (B) the amount of Core Earnings for such quarter, if any, that exceeds 166-
2/3% of the Hurdle Amount. Such compensation is subject to Clawback Obligations (as defined
below), if any.

Incentive Compensation Clawback

Once incentive compensation is earned and paid to Sunrise, it is not refundable,
notwithstanding any losses incurred by SUNS in subsequent periods, except that if aggregate
Core Earnings for any fiscal year do not exceed the amount equal to the product of (i) 8.0%
and (ii) SUNS’ Adjusted Capital as of the last day of the immediately preceding fiscal year
(such amount, the “Annual Hurdle Amount”), Sunrise will be obligated to pay SUNS (such
obligation to pay, the “Clawback Obligation”) an amount equal to the aggregate incentive
compensation that was earned and paid to Sunrise during such fiscal year (such amount, the
“Clawback Amount”); provided that under no circumstances will the Clawback Amount be more
than the amount to which the Annual Hurdle Amount exceeds the aggregate Core Earnings
for the specified fiscal year. The Clawback Obligation is determined on an annual basis and
any incentive compensation earned during a specified fiscal year will not be subject to the
Clawback Obligation with respect to the incentive compensation earned during any prior or
subsequent fiscal year.

The aggregate Core Earnings, Annual Hurdle Amount, Clawback Amount and any
components thereof for the initial and final fiscal years that the Management Agreement is in

effect will be prorated based on the number of days during the initial and final fiscal years,
respectively, that the Management Agreement is in effect, to the extent applicable.

SUNS 2024 Stock Incentive Plan

SUNS has established an equity incentive compensation plan (the “SUNS 2024 Stock Incentive Plan”).
Certain officers and personnel of SUNS have been granted, or may in the future be granted, at the
discretion of the Board (or applicable committee thereof) of SUNS, stock grants pursuant to the SUNS
2024 Stock Incentive Plan.

Related Party Compensation

TCG RE Agent LLC (“TCG RE Agent”), an affiliated entity indirectly owned by Leonard
Tannenbaum, Robyn Tannenbaum and Brian Sedrish, serves as the administrative agent to
lenders under the majority of SUNS credit facilities. SUNS does not pay any consideration to
TCG RE Agent for its services as administrative agent under such credit facilities, though TCG
RE Agent may receive fees from the borrowers under certain credit facilities.

From time to time, SRT may engage Diamond Foundation Title LLC (“Diamond Foundation”), a
title agent company in which certain directors and officers of SUNS and its affiliates hold a
minority ownership, may act as an agent for one or more underwriters in issuing title policies
and/or providing support services in connection with investments made by us, or their affiliates
and related parties, and third parties. Diamond Foundation primarily focuses on transactions in
rate-regulated states where the cost of tile insurance is non-negotiable. Diamond Foundation
will not perform services in non-regulated states for us, unless (i) in the context of a portfolio
transaction that includes properties in rate regulated states, (ii) as part of a syndicate of title
insurance companies where the rate is negotiated by other insurers or their agents, (iii) when a
borrower or other third party is paying all or a material portion of the premium or (iv) when
providing only support services to the underwriter. Diamond Foundation earns fees, which would
have otherwise been paid to third parties, by providing title agency services and facilitating
placement of title insurance with underwriters. The affiliates may receive distributions from
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Item 7 Types of Clients
As noted above, currently, Sunrise provides investment management services to SUNS, a
publicly traded Maryland REIT registered under the Exchange Act.

We may, in the future, provide advice and services to other entities with similar or materially
different objectives than SUNS. SRTG provides investment advisory services to SUNS
through a services agreement.