Warwick Group II Inc

Item 5 – Fees and Compensation
Fees

We are generally entitled to two types of compensation from our clients: (i) an investment banking fee;
and (ii) a consulting fee. The investment banking fee is a one-time fee we receive upon consummation of
the acquisition of the target company. The consulting fee is either a flat fee or a fee based on a percentage
of the earnings of the applicable target company. In the latter situations, the consulting fee is payable
monthly, and is generally equal to a percentage of the target company’s earnings before income tax,
depreciation and amortization (“EBITDA”) in the preceding year. The details of how the consulting fees
are calculated for each of our clients can be found in the client’s operating documents, which are provided

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to potential investors. The fees payable by our clients are deducted from the assets of our clients and paid
to us.

In addition to compensation received directly from our clients, Mr. Kozak also receives consideration for
his services to our clients in the form of ownership interests in our clients acquired at a cost lower than
that paid by other investors. Mr. Kozak may also take management positions with the target companies in
which our clients invest, in which case he will receive a salary from such target companies. This salary is
generally offset against the consulting fees we receive.

Expenses

Our clients bear the organizational and offering expenses incurred in their formation. Our clients
generally reimburse us for any and all out-of-pocket expenses incurred (i) in connection with the
acquisition of the relevant target companies and (ii) relating to the business of our clients.

Item 7 – Types of Clients
As discussed in Item 4, our clients are acquisition vehicles formed for the purpose of acquiring reasonably
valued companies with consistent records of profitable operations.

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