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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>
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