B BOOTH BAY FUND MANAGEMENT, LLC May 01, 2014 Jeffery Epstein, Manager Southern Financial, LLC Dear Mr. Epstein: This letter sets forth our agreement on the terms under which Southern Financial, LLC ("you") is subscribing as a limited partner in Boothbay Multi-Strategy Fund, LP. It is understood that your subscription in Boothbay Multi-Strategy Fund, LP is being made on an interim basis, with a view toward transferring your investment to a new Boothbay Fund that will be launched within the next few months. The Private Placement Memorandum ("PPM") of Boothbay Multi-Strategy Fund, LP states that management fees will be 1% and performance fees will be 15% and a one year soft lock-up will apply (i.e., a 4% early withdrawal penalty). For this interim period, you will be only charged a 1% management fee and a 10% performance fee and the soft lock up will remain in effect only until December 31. 2014, subject to earlier termination as hereinafter provided. At any time and from time to time while you are invested in Boothbay Multi-Strategy Fund LP. if there is an aggregate reduction of 10% or more in the value of your capital account, then you will be entitled to withdraw all or a portion of your capital account in the Fund at any time after such reduction, effective at the end of the calendar month during which you give notice of such withdrawal, without your being subject to any lock-up, gate or other provision suspending or restricting withdrawals. As mentioned, the intent is to move your capital investment to a new Boothbay Fund within the next few months, and we expect a PPM for the new Boothbay fund within the next two weeks. The time that you are invested in the Boothbay Multi-Strategy Fund will be included when determining "start date of investment" in the new Boothbay Fund as it relates to lockup provisions applicable to the new Boothbay Fund. Your investment in Boothbay Multi-Strategy Fund LP will be transferred directly to the new Boot