Whitehawk Capital Partners LP

Item 5 - Fees and Compensation

General

WhiteHawk receives a management fee and carried interest in connection with advisory services
provided to the Funds. WhiteHawk receives additional compensation in connection with certain
management and other services performed for portfolio companies of the Funds and such
additional compensation will offset all or a portion of the management fees otherwise payable
to WhiteHawk in accordance with the relevant Offering Documents. In addition, in certain
circumstances WhiteHawk receives compensation for certain management and other services
performed in connection with investments made by co-investors in the portfolio companies of
the Funds.

The actual fees and expenses applicable to each Fund are set forth in detail in each such Fund’s
Offering Documents. The below is merely a summary of such fees and expenses.

Management Fee

WhiteHawk’s fees and compensation arrangement will vary among the Funds. The specific terms
of such arrangements are established by WhiteHawk, and as set forth in each Fund’s Offering
Documents. WhiteHawk charges a management fee (the “Management Fee”) equal to 1.5% (per
annum). The Management Fees paid are calculated using the net invested capital of the limited
partners. Certain limited partners in Fund III do not pay management fees. The Management Fee
will be payable quarterly in arrears during the term of the Fund. The fee is non-negotiable.

The Management Fee for each Fund will commence as of the initial closing of the Fund, regardless
of when a limited partner is actually admitted to the Fund. Limited partners admitted in

WhiteHawk Capital Partners LP                                          Form ADV Part 2A

subsequent closings will be charged a Management Fee as of the date on which they are admitted
to the Fund in an amount equal to (a) the amount of the Management Fee calculated for the
period from the initial closing until the end of the calendar quarter in which such limited partner
is admitted to the Fund is paid to the General Partner plus (b) an additional amount thereon at a
rate of 6% - 8% (per annum) from the initial closing until the end of the calendar quarter in
which such limited partner is admitted to the Fund is paid to the existing investors.

Each quarterly installment of the Management Fee will be reduced, but not below zero, by an
amount equal to (a) 100% of all Administrative and Director Fees (b) 50% of all Agency Fees.
Administrative and Director Fees are administrative fees (other than Agency Fees), collateral
monitoring, acquisition or disposition fees, financial consulting fees, advisory fees, monitoring
fees, other deal fees, break‐up fees, and other similar fees that are received from and paid by
portfolio companies. Agency Fees are syndication fees, co-investment fees, or fees for
administrative agency services that are related to portfolio investments but not paid by a
portfolio company. To the extent that any such offset credit would reduce the Management Fee
for a given quarter below zero, such offset credit will be carried forward for future application
against payable Management Fees and if such a credit remains upon liquidation of the Fund, the
Firm will refund to the Fund for the benefit of the limited partners an amount equal to such
remaining offset credit.

WhiteHawk will be paid fees of the type referred to in the preceding paragraph from, on behalf
of, or with respect to, investments made by co-investors in an investment of the Fund. The
receipt of such fees will not reduce the Management Fee payable by the Fund, and as a result,
the Fund will, in most cases, only benefit with respect to its allocable portion of any such fee
and not the portion of any fee that relates to such co-investors, which have the potential to be
significant.

The Fund’s Offering Documents will generally permit WhiteHawk to waive or reduce the
Management Fee in respect of any Fund investor.

Carried Interest

WhiteHawk will generally receive a carried interest with respect to each Fund equal to 20% of all
realized profits subject to a 6% - 8% compound preferred return. The carried interest distributed to
WhiteHawk will generally be subject to a potential clawback at the end of the term of the Fund if
WhiteHawk has received excess cumulative distributions of carried interest. The Fund’s Offering
Documents will generally permit WhiteHawk to waive or reduce the carried interest in respect of
any Fund investor.

Expenses

Each Fund will generally be responsible for all costs, fees, expenses and liabilities that, in the good
faith judgment of WhiteHawk, are incurred by, or arise out of the operation of, the Fund, including:
(a) the management fee (as described above); (b) organizational expenses; (c) costs, fees and
expenses (including to third parties) relating to temporary investments, portfolio investments and
potential investments that are not consummated, including for investigation, development,
negotiation, structuring, acquisition, trading, settling, valuing, monitoring, holding, and disposition
thereof, travel (including transportation, meal and accommodation expenses), legal, tax and
accounting expenses in connection therewith (to the extent not reimbursed by a prospective or actual
portfolio company or other third parties or capitalized as part of the acquisition price of the
transaction); (d) broken deal expenses (to the extent not reimbursed by a prospective or actual
portfolio company or other third parties); (e) brokerage fees and commissions and prime brokerage
fees, custodial expenses, agent bank and other bank service fees and other investment costs; (f)

WhiteHawk Capital Partners LP                                           Form ADV Part 2A

capital call lines fees and interest; (g) Fund administrative fees and expenses; (h) insurance; (i)
payments made to legal counsel, tax advisers, auditors, accountants, fund administrators, custodians,
...

Item 7 - Types of Clients

WhiteHawk offers investment advice to the Funds as defined in Item 4 above. The Funds’ investors
are limited to individuals and entities that meet certain suitability criteria including “accredited
investors,” “qualified clients” and “qualified purchasers.” investors participating in the Funds will
include individuals, banks or thrift institutions, other investment entities, university endowments,
sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates, charitable
organizations, other corporations or business entities, and in certain instances, includes, directly or
indirectly, the partners, principals, or other employees of WhiteHawk and members of their families,
or other service providers retained by WhiteHawk.

The minimum initial investment in the Funds is generally $1 million, subject to WhiteHawk’s
discretion to accept lesser amounts in certain instances.