Stella Point Capital LP

Item 5 – Fees and Compensation

   A. Advisory Fees and Compensation:

      There are no management fees paid by Investors in any of the Funds.
      However, in regard to SPC Autoagent, SPC QD, SPC TotalMed, SPC Velir and
      SPC Vereco, the relevant Portfolio Company is subject to a quarterly in
      advance management fee payable to the Adviser generally in the amount of
      0.375% (i.e., 1.5% per annum) of the aggregate amount invested in the
      Portfolio Company by the Fund. The amount of the management fee payable
      by the Portfolio Company may be offset, as described below, by the amount of
      other fees that the Portfolio Company pays to the Adviser. The amount of the
      management fee may be waived or reduced at the discretion of the respective
      Fund GP. In addition, the SPC Autoagent management fee may be capped at a
      reduced amount pursuant to the terms of its Governing Fund Documents.

      Additionally, Investors in all Funds may pay “carried interest”, or a
      performance fee, to the Fund GP upon the occurrence of a realization event
      related to the applicable Portfolio Company. These fees are paid out of cash
      otherwise distributable to Investors in accordance with “waterfall” provisions
      contained in each of the Governing Fund Documents. The “carried interest” fee
      may be waived or lowered at the discretion of the Fund GP. “Carried interest”
      is also discussed in Item 6.

      A Fund GP’s receipt of carried interest may be subject to a “clawback” if it has
      received carried interest in excess of the amount that it is entitled to. The
      relevant Fund GP will promptly contribute any such excess carried interest
      that it has received back to the Fund, less any income tax that has been
      imposed on it and its members, calculated pursuant to the relevant Governing
      Fund Documents.

      Please refer to the Governing Fund Documents for a complete description of
      the management fees that may be payable by a particular Portfolio Company,
      as well as the “carried interest” charge that may be payable by Investors in all
      Funds.

B.    Payment of Fees: Any applicable fees charged to Investors will be deducted
     from their capital accounts in the Fund and will not be billed separately.

C. Other Fees and Expenses: Each of the Funds pays all of the fees and expenses
     associated with its operations. These fees and expenses are detailed in the
     Governing Fund Documents for each Fund and include, without limitation, those
     specified below. Terms not otherwise defined herein have the meanings
     ascribed to them in the Governing Fund Documents.

     All Funds will generally bear the following expenses: all expenses (including
     travel, printing, legal, capital raising, filing and accounting fees and expenses)
     incurred in connection with organizing and establishing the Fund and any
     blocker fund and the offering of interests in the relevant Fund and any
     b l o c k e r f u n d (including any private placement fees paid in
     connection with the organization of the relevant Fund and any blocker fund)
     up to $450,000 in the aggregate ($750,000 in the case of SPC TotalMed and
     $500,000 in the case of SPC QD), all expenses incurred in connection with the
     operation of the relevant Fund and any blocker fund, including all expenses
     incurred in connection with identifying, evaluating, investigating, valuing,
     structuring, monitoring, holding, tracking, servicing, hedging, harvesting,
     selling (or potentially selling) or purchasing (or potentially purchasing) the
     Investment, brokerage commissions, custody fees, interest expenses, finders’
     fees, insurance premiums (including its pro rata share of expenses with
     respect to policies whose costs and benefits are expected to be shared with
     other funds sponsored by the Adviser), expenses in connection with the
     engagement of unaffiliated persons with industry, managerial or other
     expertise as advisors, legal expenses, taxes (including related interest and
     penalties) (other than taxes allocated to Partners), research expenses (e.g.,
     news and quotation subscriptions, market research and travel expenses in
     connection with evaluating, making and monitoring the investment in the
     Portfolio Company), the relevant Fund’s and any blocker fund’s allocable share
     of other administrative expenses, information technology expenses,
     accounting, audit and tax preparation expenses, fees and expenses of
     consultants, rating agency expenses and any other out-of-pocket third-party
     costs and expenses and any litigation and indemnification expenses and other
     expenses associated with the operation of the relevant Fund and any blocker
     fund.

     Except for instances in which an expense or fee is incurred or charged to one
     Fund in particular, when multiple Funds have utilized the same product or
     service, each participating Fund will generally share proportionately in the
     expense or fee based on committed capital or any other similar methodology
     determined by the Adviser to be appropriate under the circumstances. The

      Adviser will make such allocation decisions in its fair and reasonable
      discretion, notwithstanding its interest in the outcome, and may make
      corrective allocations should it determine that such corrections are necessary
      or advisable.

      If an Investor fails to fund a capital call within the time period specified by the
      Fund GP, the Fund GP may charge such Investor an interest charge on late
      payments, as specified in the Governing Fund Documents.
      Investors in a blocker fund may be subject to additional fees and expenses
      related to that Fund, as detailed in the Governing Fund Documents.
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Item 7 – Types of Clients

      The Adviser currently provides investment advice only to the Funds. The
      Funds are currently closed for new Investors. Minimum commitment levels
      for each Fund were established by the Fund’s GP. There is no required
      minimum account size that must be maintained by Investors.

      The Adviser or its affiliates has entered into side letter agreements with a
      limited number of investors in certain Funds, providing such investors with
      different or preferential rights or terms than those applicable to other
      investors as established in the Fund’s Governing Documents, including but not
      limited to different economic terms.