Armistice Capital LLC

ITEM 5 – FEES AND COMPENSATION
The fee schedules for the Funds are described in detail in each of the respective Fund’s offering
memorandum. As a general matter, Armistice (or an affiliate) is paid an annual asset-based fee (the
“Management Fee”) and, in some cases, receives performance compensation (the “Incentive Allocation”)
from the Funds.

Armistice receives a quarterly management fee calculated at an annual rate ranging from 1.25% to 1.75%
of each investor’s capital account (the “Management Fee”), depending on the series to which such investor
is subscribed (and subject to the caveat regarding waivers or modifications noted below). The Management
Fee is paid quarterly in advance, based on the value of each investor’s capital account, as of the first business
day of each calendar quarter. The Management Fee is prorated for any period that is less than a full quarter
and will be adjusted for contributions and withdrawals/redemptions made during the quarter. To the extent
Armistice receives the Management Fee at the Master Fund level, no Management Fee is paid at the Feeder
Fund level.

Subject to a loss carryforward provision, at the end of each fiscal year (December 31), the General Partner,
as the holder of certain allocation class shares of the Master Fund, receives at the Master Fund level an
annual incentive allocation ranging from 19% to 20% of the net profits (including realized and unrealized
gains and losses), if any, attributable to each investor’s capital account (the “Incentive Allocation”),
depending on the series to which such investor is subscribed. When calculating the Incentive Allocation at
the Master Fund level, net profits are reduced by the Management Fee, and all items of income, loss, and
expenses incurred at the Feeder Fund level are taken into account. The Feeder Funds may in the future
make the Incentive Allocation at the Feeder Fund level, and in such case, no Incentive Allocation will be
made at the Master Fund level.

In the event that an investor withdraws/redeems capital (in whole or in part) or retires at any time other than
at the end of a fiscal year, the deduction of the Incentive Allocation would be made with respect to such
investor as though the withdrawal/redemption was being made at the end of a fiscal year.

Under a loss carryforward provision, no Incentive Allocation will be made from the capital account of a
particular investor until any net loss previously allocated to the capital account of such investor has been
offset by subsequent net profits. Any such loss carryforward will be subject to reduction for
withdrawals/redemptions on a pro rata basis.

The General Partner/Armistice has and may continue to waive or modify the Management Fee and/or
Incentive Allocation for investors that are members, employees, or affiliates of the General Partner or
Armistice, relatives of such persons, and for certain other investors.

Armistice deducts applicable fees from each investor’s capital account. Investors do not have the ability to
choose to be billed directly for fees incurred.

The Funds pay the Management Fee; Fund legal, tax and regulatory compliance, filings and reporting
(including, without limitation, expenses attributable to regulatory filings that are made with respect to assets
of the Funds, such as Form PF, filings required to be made pursuant to Sections 13 and 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and any similar non-U.S. filing obligations); fees
of third-party compliance providers; administrator, audit and accounting fees and expenses (including third-
party accounting services); fees and expenses of trading and portfolio management software; organizational
expenses; portfolio risk monitoring and risk analysis services; portfolio valuation fees and expenses
(including third-party valuation agents); fees and expenses of the establishment and ongoing operation of
any Incubator Entity (as defined in Item 10); investment expenses (whether or not the related investments
are consummated) such as commissions, research fees, and expenses (including research-related travel,

meals, and lodging, and market data and similar services); interest on margin accounts and other
indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees; Fund-related
insurance costs (including D&O and E&O insurance for Armistice and the General Partner and the Master
Fund’s outside Directorship liability); the Master Fund’s Directors’ fees and expenses; fees and expenses
of the Master Fund’s AML Officers and anti-money laundering compliance; the Feeder Funds’ pro rata
share of the expenses of the Master Fund (which may include expenses of the Funds and other investment
vehicles that invest in the Master Fund); and any other expenses related to the purchase, sale or transmittal
of Fund assets. The Feeder Funds will indirectly bear the administrative and other expenses of the Master
Fund pro rata based on their interest in the Master Fund. The Offshore Fund will also pay for its shareholder
proxy voting services, its outside Directorship liability; its Board of Directors’ fees and expenses; and its
fees and expenses of AML Officers and anti-money laundering compliance. It should be noted that the
Funds bear the fees, expenses, and costs of any trade errors, except for any trade errors caused by Armistice’s
gross negligence or willful misconduct.

The Funds also pay for research with “soft” or commission dollars. Armistice has determined such research
is within the safe harbor of Section 28(e) of the Exchange Act. Refer to Item 12 – Brokerage Practices for
further information.

Certain of Armistice’s determinations with respect to whether specific expenses should be borne by
Armistice or by its Advisory Clients require subjective judgments. Armistice has a conflict of interest when
making such judgments because Armistice will bear the costs of any expenses not allocated to an Advisory
...

ITEM 7 – TYPES OF CLIENTS
As described in Item 4, Armistice provides discretionary investment advisory services to private investment
funds.