EFTA00583988.pdf

B BOOTH BAY FUND MANAGEMENT, LLC March 29, 2016 Southern Financial, LLC 6100 Red Hook Quarter, B3 St Thomas, USVI 00802 This letter agreement (the "Agreement") confirms the agreement between BOOTHBAY ABSOLUTE RETURN STRATEGIES, LP ("BBARS") and SOUTHERN FINANCIAL, LLC ("LP"). Regarding Southern Financial, LLC's additional subscription on April 01, 2016 in the amount of $TBD Million to Boothbay Absolute Return Strategies, LP, this is to confirm that the provisions of the attached Side Agreement dated July 1, 2014 will apply to said additional subscription, including, without limitation, that said additional subscription shall be deemed a subscription for Class 2F limited partnership interests, which interests are subject to the Management Fees and Incentive Allocation Percentage applicable to Class 2F limited partnership interests. [Signature Page Follows] 810 Seventh Avenue 16''' Floor I New York I NY 1 10019 I Office: EFTA00583988 B BOOTH BAY FUND MANAGEMENT, LLC Please indicate your agreement to the foregoing by signing below and returning a copy of this letter to the undersigned. BOOTHBAY ABSOLUTE RETURN STRATEGIES, LP By: Boothbay Hybrid GP, LLC, its general partner By: Name: Ari Glass Title: Managing Member LIMITED PARTNER: SOUTHERN FINANCIAL, LLC By: Name: Jeffrey Epstein Title: Manager 810 Seventh Avenue 16"' Floor I New York I NY 1 10019 I Office: EFTA00583989