Cat Rock Capital Management LP

Cat Rock Capital Management LP manages pooled investment vehicles, and the fees are generally as follows:

• A management fee is generally payable by the Master Fund to Cat Rock on a quarterly basis, in advance. The Master Fund’s Tranche A interests will be charged a management fee in an amount equal to 1.5% on an annualized basis of the net asset value. Upon the net value of the assets of the Master Fund exceeding $500,000,000, the Tranche A management fee paid by the Master Fund will be reduced. The management fee applicable to the Master Fund’s Tranche B interests is determined by reference to the AUM. The Management Fee with respect to the Master Fund’s Tranche C interests is equal to 1.5% on an annualized basis of the net asset value of the Master Fund’s Tranche C interest determined as of the beginning of such quarterly period.
• An incentive allocation is allocable to the Fund GP by the Master Fund at a rate equal to the Incentive Allocation Percentage times the net realized and unrealized gains allocable to the Master Fund’s Tranche A, B and C interests. The incentive allocation is generally allocable on an annual basis in arrears. The incentive allocation is subject to a “high water mark.” The “Incentive Allocation Percentage” equals (i) in respect of Tranche A interests of the Master Fund, 12.5% subject to a clawback; (ii) in respect of Tranche B interests of the Master Fund, 17.5% subject to a hurdle; and (iii) in respect of Tranche C interests of the Master Fund, 17.5%.
• Tranche A Fund Investors in the Opportunities Fund II pay a management fee equal to 0.5% per annum of each such Fund Investor’s aggregate capital contributions to the Opportunities Fund II.
• Tranche B Fund Investors in the Opportunities Fund II pay a management fee equal to 1.0% per annum of each such Fund Investor’s aggregate capital contributions to the Opportunities Fund II.
• The Opportunities Fund GP II, which is an affiliate of Cat Rock, receive performance-based compensation, which is referred to as a “Carried Interest”, of approximately 15% or 20% of calculated net proceeds and is payable only when and if certain threshold amounts are returned to Opportunities Fund II Fund Investors.