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Thanks, George.

I think the question was whether Hunter should assume Devon’s role as Vice Chair. That role as Vice Chair is dedicated to Rosemont Seneca Bohai and I think we discussed that Hunter shouldn’t be acting on behalf of RSB in any way.

Devon probably doesn’t understand the nuance of this so while in theory Hunter, Devon and I all talked about Hunter as the best choice to be Vice Chair, I don’t think we got into the specifics of how that would happen.

Hunter already is serving as a Director as a designee of RSB (they get two Directors) but when we last discussed we thought the prudent course of action would be to maintain the status quo but not double down.

As for the second director position which would be vacated with Devon’s resignation, the idea was that I would serve in that role. In order for this to happen, we talked about revised the Articles of Association for BHR which would give the U.S. owners in total (Thornton, Devon’s 10% and Hunter’s 10%) three directors and one which would be Vice Chair. Those three directors could all come from Thornton or all from Hunter’s entity but the A of A should be re-written that there is a requirement that three of BHR’s Directors come from at least one of those three entities. That way, while Devon temporarily resigns Jim Bulger, Hunter and me could serve as the three directors for BHR.


Eric D. Schwerin
Rosemont Seneca Advisors, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
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> On Jul 1, 2016, at 1:23 PM, Mesires, George R. <George.Mesires@FaegreBD.com> wrote:
>
> Hunter and Eric:
>
> We had an introductory call with Boies about Hunter's 10% interest. Matt wasn't that familiar with the nuances but is going to talk with Devon about "the deal" and the math supporting Hunter's equity.
>
> Schwartz asked whether Hunter was willing to step into Devon's directorship position. I indicated that our preference is that Hunter's directorship is by virtue of his own independent equity position and not to serve as a proxy for Devon. This was contrary to Matt's understanding -- he said he thought that Devon and Hunter had discussed that Hunter would fill Devon's seat. I told Matt that I would confirm with you.
>
> We discussed this with you a few weeks ago but I wanted to confirm that it is still your view (and it is still our recommendation) that Hunter's board seat be independent of Devon's, and is by virtue of Hunter's equity holdings/appointment by BHR.
>
> George
>
> George R. Mesires
> Partner
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