<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:
To:</td><td>Friday, January 5, 2018 9:29 PM
Richard Kahn</td></tr><tr><td>Subject:</td><td>Re: Enhanced Share Class - Boothbay</td></tr></table>

why the increase in mgmt fees

On Fri, Jan 5, 2018 at 4:10 PM, Rich=rd Kahn <> wrote:

sorry to be a pai= but an is insisting on signed paperwork today for this to be effective J=n 1 vs Feb 1 please advise if ok to send thank you

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th =loor
New York, NY 10022

Begin forwarded message:

From: Richard Kahn <richardkahn12@gmail.c=m>

Subject:=Fwd: Enhanced Share Class - Boothbay =/div> Date: Ja=uary 5, 2018 at 3:11:25 PM EST

To: "jeffrey E." <jeevacation@gmail.com&g=;

attached be=ow are darren questions and responses

highlights are as=follows:

a) incentive allocation is 14% not 15% p=r original fund

b) mgmt fee is 1.5% not 1% per original fund

c) soft lock of 1 year on 7.5mm investment then quarterly withdrawal=with 60 day notice

d) investment subject to 10% walk away rights=/div>

please advise if ok to sign attach=d 3 page conversion agreement once above language is incorporated

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th =Ioor
New York, NY 10022

Begin forwarded message:

From: Freddie Richardson <FRichardson@bbaymgmt.com=gt;

Subject: RE: Enhanced Share Class

Date: January 5, 2018 at 10:24:40 AM EST
=/div>
To: 'Richard Kahn=tB9; <rich=rdkahn12@gmail.com <mailto:richardkahn12@gmail.com»

Cc:=Daniel Bloom <Best,
Freddie <mailto:DBloom@bbaymgmt.com= target=>

Fre=erick Richardson
=oothbay Fund Management
<=pan style="font-size:11pt;font-family:Calibri,sans-serif;color:rgb(31,73=125)">810 Seventh Avenue,

6th Floor

New York, NY 10019
212.332.2684 <tel:(212)%20332-2684>
<iv style="margin:0in 0in 0.0001pt;font-size:12pt;font-family:'Times New Roman',serif">
From: Richard Kahn [mailto:richardkahn12@gmail.com]
Sent: <b>
To: Freddie Richardson
Cc: </i> =aniel Bloom
Subject: Enhanced Share Class

Because of th= additional letter agreement, it appears that the following would apply to=our investment, assuming we would be investing in the 2A-E interests:</=>

=div>

- 1.

2. =AO =C2 Our loss recovery account would carry over to the new i=vestment. There is no loss=u>

</=iv>

3. The letter=contemplates calculation of incentive allocations from the last time it wa= calculated of BBARS, but given that our converted investment will be as o= January =/span> =A0 1, 2018, I don't think =hat aspect applies to us. I believe the incentive allocation will be=performed for BBARS as usual for the year ending 12/31/2017 and then start= =AO =C2 new for the converted investment as of Jan 1. Please confirm wi=h Ari. Correct

4.=C2 Section 3 of the lette= is a little confusing as well. It seems to suggest that our managem=nt fee for the converted investment will be 1.5% per annum applicable to C=ass 2A-= interest, minus 1% per annum equal to Class 2F interests, or a .5% manage=ent fee. Is that correct? please check with Ari. This new =nvestment should still be subject to our 10% walk away rights as provided =n our current side agreement. Ok<=>

</=iv>

Thanks.

Richar= Kahn
HBRK Associates Inc=
575 Lexington Avenue, =th Floor
New York, NY 100=2
tel 212-971-1306 <tel:(21=)%20971-1306> =/u>
fax 646-350-0954 <tel:(646)%203=0-0954>
cell 917-414.7584 <tel:(917)%20414.75=4> =/span>

=/div>

<=iv>

=A0

plea=e note

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