Silver Point Specialty Lending Fund Liquidity Election Form and Agreement

I do not elect to transfer Common Shares in the Liquidity Transaction. By checking this box, I certify that:

I shall remain invested in the Fund at this time.

I have reviewed the Memorandum and understand the Fund will operate as described in the Memorandum from and after the Liquidity Transaction Date.

I hereby make the applicable representations, warranties and covenants included on Annex A hereto.

I elect to transfer 100% of my Common Shares in the Liquidity Transaction. By checking this box, I certify that:

I hereby make the applicable representations, warranties and covenants included on Annex A hereto.

I elect to transfer a portion of my Common Shares in the Liquidity Transaction. By checking this box, I certify that:

I shall remain invested in the Fund at this time with respect to the Common Shares I do not elect to transfer in the Liquidity Transaction.

I have reviewed the Memorandum and understand the Fund will operate as described in the Memorandum from and after the Liquidity Transaction Date.

I hereby make the applicable representations, warranties and covenants included on Annex A hereto.

By executing the Election Form or making a Deemed Election, you represent, warrant, acknowledge and agree for the benefit of the Fund and the Adviser and their respective affiliates, and, if you are an Electing Shareholder or making a Deemed Election, the Liquidity Escrow Trust and its affiliates, as follows:

The Information Statement and its exhibits and attachments, including the Election Form and the Memorandum, have been delivered to and received by you.

YOU ACKNOWLEDGE THAT THE ELECTION FORM IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE INFORMATION STATEMENT. YOU CERTIFY THAT YOU ARE NOT RELYING ON ANY STATEMENTS, PROMISES OR REPRESENTATIONS, WHETHER ORAL OR WRITTEN, AND ARE ONLY RELYING ON THE INFORMATION SET FORTH IN THE INFORMATION STATEMENT.

You have full power and authority to execute, deliver and enter into the Election Form. The signature on the Election Form is genuine, and the Election Form constitutes your legal, valid and binding obligation, enforceable in accordance with its terms.

You have obtained all authorizations, consents, approvals and clearances of all courts, governmental agencies and authorities and such other persons, if any, required to permit you to enter into this Election Form and, if applicable, to consummate the transactions contemplated hereby and thereby.

You have duly executed the Election Form, and the information contained therein is complete, true and accurate.

The execution, delivery and performance of this Election Form by you does not and will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or any lease or other agreement, or any license, permit, franchise or certificate, to which you are a party or by which you are bound or to which any of your properties are subject, or require any authorization or approval under or pursuant to any of the foregoing, violate your organizational documents (to the extent applicable), or violate in any material respect any statute, regulation, law, order, writ, injunction or decree to which you are subject.

You acknowledge that, under certain circumstances set forth in the Information Statement, including the failure to obtain shareholder approval of the Shareholder Approval Matters, the Fund may terminate the Liquidity Transaction or may postpone the completion of the Liquidity Transaction, or may not be required to complete the Liquidity Transaction.

You agree to notify the Fund immediately of any material change in any of the information provided by the undersigned herein that occurs prior to the completion of the Liquidity Transaction.

You hereby consent to the termination of the Shareholders Agreement effective as of the Liquidity Transaction Date.

You acknowledge and agree that in the event of any breach by you of the Election Form, the Fund or the Adviser or, if you are an Electing Shareholder, the Liquidity Escrow Trust, may institute a lawsuit against you for damages and any other available remedies, including if you are an Electing Shareholder, specific performance of your obligation to sell Common Shares, if applicable. You agree to pay on demand all costs and expenses (including reasonable attorneys’ fees) incurred by or on behalf of each such person in connection with the enforcement of the Election Form against you as a result of a default by you.

You acknowledge and agree that the Fund and the Adviser and, if you are an Electing Shareholder, the Liquidity Escrow Trust, would have no adequate remedy at law for any breach by you of the Election Form, and you consent to the application of the remedies provided herein in recognition of the risk and speculative damages your default would cause the Fund and the other Shareholders, and you further agree that the availability or application of such remedies shall not preclude any other remedies which may be available at law, in equity, by statute or otherwise in respect of any default by you in the performance of your obligations under the Election Form. The Fund and the Adviser and, if you are an Electing Shareholder, the Liquidity Escrow Trust, may pursue any remedies against you available to them, subject to applicable law. No course of dealing between any such party and you, and no delay in exercising any right, power or remedy conferred herein or existing at law or in equity or by statute or otherwise, will operate as a waiver or otherwise prejudice any such right, power or remedy.

You agree to indemnify the Fund, the Adviser and each of their respective affiliates, and, if you are an Electing Shareholder, the Liquidity Escrow Trust and its affiliates, and each other person, if any, who controls, is controlled by, or is under common control with, any of the foregoing (each, an “Indemnified Person”), against any and all loss, liability, claim, damage and expense whatsoever (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever, including reasonable attorneys’ fees) arising out of or based upon (i) any false representation or warranty made by you, or breach or failure by you to comply with any covenant or agreement made by you, in the Election Form or in any other document furnished by you to any of the foregoing in connection with this transaction or (ii) any action for securities law violations instituted by you which is finally resolved by judgment against you. You also agree to indemnify each Indemnified Person and their agents for any and all costs, fees and expenses (including legal fees and disbursements) in connection with any damages resulting from your assertion of lack of proper authorization from the beneficial owner to enter into the Election Form or perform the obligations hereof.

You agree that:

The Election Form: (i) shall be binding upon you and your heirs, legal representatives, successors and permitted assigns and shall inure to the benefit of the Fund and its successors and assigns; and (ii) shall, if you consist of more than one person, be the joint and several obligation of each such person.

If any provision of the Election Form is invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such applicable law. Any provision hereof which may be held invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other provisions hereof, and to this extent the provisions hereof shall be severable.

The Election Form may be signed by any party under hand or by way of an electronic signature or by a signature or a representation of a signature affixed by mechanical means and may be reproduced as an electronic record and delivered to the Fund by facsimile, by electronic mail or by delivery through a web or other electronic portal. The Fund may take such steps as it deems appropriate to determine the reliability of any electronic signature. Each party acknowledges and agrees that any portable document format (PDF) file, facsimile or other reproduction of its signature on any counterpart shall be equal to and enforceable as its original signature and that any such reproduction shall be a counterpart hereof that is fully enforceable in any court or arbitral panel of competent jurisdiction.

The Election Form and any and all actions or controversies arising out of this Election Form, including, without limitation, tort claims, shall be governed by, construed and enforced in accordance with the internal laws of the State of Maryland, without regard to the choice of law principles thereof that would result in the application of the substantive law of any jurisdiction other than the State of Maryland.

Dispute Resolution. (A) Subject to applicable law, the Investor, the Adviser and the Fund and, if you are an Electing Shareholder, the Liquidity Escrow Trust (each, a “Party” and collectively, the “Parties”) hereby agree that the Parties shall submit all disputes, claims or controversies of any kind arising among them (including, without limitation, any disputes in connection with the Fund or its businesses or concerning any transaction, dispute or the construction, performance or breach of this, or any other agreement, whether entered into prior, on or subsequent to the date hereof and any question as to whether any particular dispute, claim or controversy is subject to arbitration hereunder) (each a “Controversy” and collectively, “Controversies”) to mediation and arbitration in accordance with the provisions set forth herein, which shall be the exclusive remedy for such Controversies; provided, solely upon a finding of a court of competent jurisdiction that any Controversy may not be made subject to such exclusive remedy under applicable law, then the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for any proceeding brought with respect to such Controversy. Unless the Fund consents in writing to the selection of a different forum, to the fullest extent permitted by law, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Investment Company Act of 1940 or other federal securities law. The Parties understand that: (i) arbitration is final and binding on the Parties; (ii) the Parties are waiving their rights to seek remedies in court, including the right to a jury trial; and (iii) pre-arbitration discovery, as set forth below in more detail, is more limited than and different from court proceedings.

You acknowledge and agree that, to the extent any withholding or other tax obligations are determined on the basis of, or otherwise attributable to, your status, characteristics, actions, or inactions (or otherwise specifically attributable to you or required or permitted to be economically allocated to you under the Fund’s Second Amended and Restated Declaration of Trust (the “Declaration”)), including withholding taxes attributable to you and your allocable share of “imputed underpayments” under the Partnership Audit Rules (as defined in the Declaration), the Fund shall have the right to cause you to bear the economic burden of such taxes (including, by issuing an invoice to you subsequent to the Liquidity Transaction Date).

You acknowledge that, for U.S. federal income tax purposes, the Fund is currently treated as a partnership and intends to elect to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes effective on the day after the date of the Liquidity Transaction and, accordingly, if you do not sell 100% of your Common Shares pursuant to this Election Form, you will be treated for U.S. federal income tax purposes as receiving a liquidating distribution of RIC shares in exchange for your partnership interest (the “Deemed Exchange”). In order to confirm that no withholding is required under Section 1446(f) of the Code upon the Deemed Exchange, if you have not previously provided the Fund a valid Form W-9 that remains in effect, you hereby declare, under penalties of perjury, that you have reviewed the following certifications and they are, to the best of your knowledge and belief, true, correct, and complete, and that, if this Election Form is being provided on behalf of an entity, the signatories hereto have authority to sign this document on the entity’s behalf:

This document constitutes a certification pursuant to the requirements under Treasury Regulations Section 1.1446(f)-2(b)(6).

The Shareholder’s name and address as set forth above are true and correct.

Check one:

] Your U.S. taxpayer identification number is _______________, or

] You do not have and are not required to have a U.S. taxpayer identification number.

You are not required to recognize any gain or loss with respect to the Deemed Exchange because the Deemed Exchange qualifies for non-recognition as a partnership distribution of property under Section 731 of the Code.

If you are selling any portion of your Common Shares pursuant to this Election Form and do not provide a new duly executed and completed IRS Form W-9 in connection herewith, you may be subject to withholding under Section 1446(f) on the Code of up to 10% of the “amount realized” by you on the sale, and you authorize Fund, the Adviser, the Liquidity Escrow Trust and their affiliates may make and report all such withholding to the extent required by law, as determined in their discretion.

If you are an Electing Shareholder or making a Deemed Election, by executing the Election Form or making a Deemed Election, you represent, warrant, acknowledge and agree for the benefit of the Fund, the Adviser and their respective affiliates, and the Liquidity Escrow Trust and its affiliates, as follows:

You are the owner of all of the Common Shares you have elected to transfer in the Liquidity Transaction.

You acknowledge that the Fund established the Liquidity Escrow Trust to facilitate the completion of the Liquidity Transaction, and the Liquidity Escrow Trust will be the initial purchaser of any Common Shares you sell in connection with the Liquidity Transaction. As soon as practicable following the completion of the purchase of Common Shares from an Electing Shareholder, the Liquidity Escrow Trust will distribute such Common Shares to its investors on a pro rata basis.

You have good and marketable title to the Common Shares and, as of the Liquidity Transaction Date, your Common Shares shall be free and clear of all pledges, liens, charges, encumbrances, security interests and rights of third parties of any kind.

You are selling all of your Common Shares by participating in the Liquidity Transaction, unless you have checked the appropriate box indicating that you are participating in the Liquidity Transaction by selling a percentage of your Common Shares. You acknowledge and agree that if you elect to participate in the Liquidity Transaction and do not specify a percentage of your Common Shares to be sold in the Liquidity Transaction, you shall be deemed to have elected to sell all of your Common Shares in the Liquidity Transaction.

Upon request, you will execute and deliver any additional documents deemed by the Fund to be reasonably necessary or desirable to complete the sale and transfer of your Common Shares pursuant to the Liquidity Transaction, and you will take any such other actions as reasonably requested by the Fund.

The wire instructions currently on file with the Fund shall be used for the payment to you of the Purchase Price for your Common Shares transferred in the Liquidity Transaction, and you hereby authorize the Fund to provide such wire instructions to the custodian of the Liquidity Escrow Trust.

The Fund may provide a copy of your completed Election Form to the Liquidity Escrow Trust and any other parties necessary or advisable to complete the Liquidity Transaction.

You agree to (i) relinquish all right, title and interest of every kind, nature and description in the Common Shares being transferred hereby and (ii) cease to be holder of the Common Shares being transferred hereby and relinquish all of your rights, obligations and liabilities with respect to such Common Shares, including with respect to taxes assessed or refunded at the level of the Fund (but, for the avoidance of doubt, you remain liable for any obligations described in Section 1.n.).

Notwithstanding any provision of the Fund’s Declaration of Trust, Bylaws and Investment Advisory Agreement (as each may be amended from time to time) to the contrary, you acknowledge and agree that, following the Liquidity Transaction Date, all distributions and other payments made in connection with your Common Shares being transferred hereby shall be payable to and paid to the benefit of other investors acquiring your Common Shares in the Liquidity Transaction.