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Hunter,

Hoping we can resolve a few pressing items in the below emails as soon as possible.

1) Let me and/or George know if you have any comments on the bullets outlining a proposed agreement structure so we can begin executing on that. If you are in agreement we can do a term sheet reflecting that.

2) I want to make sure you saw the emails re: the BHR registered capital contribution and are OK with sending the $150,000 Jonathan sent in the form of a loan back to BHR. If I don’t hear back by COB Monday, I’ll assume you are still OK with it as we had discussed it back in the summer and you agreed to it then.

3) I also want to make sure you are OK with the proposed distribution of the money that will come in from Abel as part of the CAF success fee next week. Everything I proposed to use the money for are for Rosemont Seneca Advisors expenses between now and the end of 2017 split 75/25 so it should be pretty straightforward. I have reattached the spreadsheet with those expenses detailed on it. After expenses you should have an additional $25-30,000 which we will transfer Owasco. If I don’t hear back by COB Monday, I’ll also assume you are OK with this as they are expenses/debts of RSA that need to be paid.

If you can get me or George answers on the three above items as soon as possible that would be a big help.

Thanks,

Eric


Eric D. Schwerin
Rosemont Seneca Advisors, LLC
2900 K Street, NW
Suite 507
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
P Consider the environment before printing this email.

WE’VE MOVED: PLEASE NOTE OUR NEW ADDRESS ABOVE

> Begin forwarded message:
>
> From: Eric Schwerin <eschwerin@rosemontseneca.com>
> Subject: Fwd: Agreement Next Steps
> Date: December 5, 2017 at 2:27:01 PM EST
> To: Hunter Biden <hbiden@rosemontseneca.com>
> Cc: "George R. Mesires" <george.mesires@FaegreBD.com>
>
> Hunter,
>
> Just checking in to see if you have feedback on the below and/or next steps? Copying George as well.
>
> In addition, you may have seen Xin’s email re: the BHR Registered Capital transfers. You may recall from back in July that this is the money that Jonathan is loaning to each of the US shareholders so that they can pay the remaining amount of their registered capital. The loan will be paid back from any distributions made. I think this was actually your suggestion to Jonathan awhile back as a way to avoid having to come up with more cash from the US Shareholders.
>
> I told Joan to hold off on making any transfers until you have signed off on it.
>
> Thanks,
>
> Eric
>
>
>
>
> Eric D. Schwerin
> Rosemont Seneca Advisors, LLC
> 2900 K Street, NW
> Suite 507
> Washington, DC 20007
> (202) 333-1880
> eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
> P Consider the environment before printing this email.
>
> WE’VE MOVED: PLEASE NOTE OUR NEW ADDRESS ABOVE
>
>> Begin forwarded message:
>>
>> From: Eric Schwerin <eschwerin@rosemontseneca.com <mailto:eschwerin@rosemontseneca.com>>
>> Subject: Agreement Next Steps
>> Date: December 1, 2017 at 11:39:08 AM EST
>> To: Hunter Biden <hbiden@rosemontseneca.com <mailto:hbiden@rosemontseneca.com>>
>> Cc: "George R. Mesires" <george.mesires@FaegreBD.com <mailto:george.mesires@FaegreBD.com>>
>>
>> Hunter-
>>
>> Per your email earlier this week, I wanted to follow up on next steps to finalize an agreement that we can hopefully have in effect by the end of December at the latest.
>>
>> Rather than have George re-do a term sheet I figured it was easier to do put down some bullets and work from that first.
>>
>> 1) Since there are no clients in Rosemont Seneca Advisors anymore, I would suggest we unwind that with the goal of making the 2017 tax return the final return. Per my email earlier this week, we should jointly pay off any debts attributable to RSA before the end of the year and each transfer our health insurance plans into our own names or into entities of our choice. (The health insurance transfer can be done seamlessly and without any change to either of our plans or the premiums. I can reach out to Patricia and have her handle it so you wouldn’t see any disruption.)
>>
>> 2) I would like to propose that I take over your equity ownership of RSP Investments (the Broker-Dealer) as I would like to focus on that and see if I can’t make it work. Mechanically, it would mean that Skaneateles would transfer its interest in RSP Holdings (RSPI’s parent) to Aqaba. I think it is easy to come up with a value for your 75% and perhaps I could pay that out to you out of any profits over the next one or two years. I think the value would just be the going rate for a broker-dealer shell minus any debts owed to the capital account. There are currently no fee trails due to RSPI so there is no value to any of the contracts at present. I think George has some colleagues who could help us figure the value.
>>
>> 3) As it relates to any remaining of Skaneateles’ holdings, I would propose we just split those 75/25 according to our ownership. I think we would have to keep Skaneateles as an active entity until we can effectuate the transfers and then we could shut that down.
>>
>> There may be some additional admin items but hopefully the above is fairly straightforward.
>>
>> Let me or George know if you have any thoughts on the above or preferences on how best to follow up.
>>
>> Thanks,
>>
>> Eric
>>
>>
>>
>> Eric D. Schwerin
>> Rosemont Seneca Advisors, LLC
>> 2900 K Street, NW
>> Suite 507
>> Washington, DC 20007
>> (202) 333-1880
>> eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
>> P Consider the environment before printing this email.
>>
>> WE’VE MOVED: PLEASE NOTE OUR NEW ADDRESS ABOVE
>>
>