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Eric,

Did Burnham ever provide a controller as required under the Asset assignment Agreement? Or he calculations of the Biden Cover when they were supposed to? Or is that recent calculation the only one they have provided to date?

We spoke with counsel this morning. A lot of posturing. We are drafting a letter with demands so that it hopefully gives their board of directors/officers cover in making the decision to walk away from the assets.

In interim, Jane is drafting a complaint but hope to obviate the need to file it.

Let this play out, Hunter. I know you are frustrated.

George

George R. Mesires
Partner
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Begin forwarded message:

From: "Maschka, Jane E." <Jane.Maschka@faegrebd.com<mailto:Jane.Maschka@faegrebd.com>>
Date: September 6, 2016 at 10:06:22 AM CDT
To: "Mesires, George R." <George.Mesires@FaegreBD.com<mailto:George.Mesires@faegrebd.com>>
Subject: Biden matter - Potential breaches

George – here are some thoughts on potential breaches to highlight:

Asset Assignment Agreement Breaches

- Pursuant to Section 3.8 of the Agreement, Burnham was to provide a controller to manage and track incoming Revenue, expenses associated with work performed by Rosemont and to assist in the overall financial management of Rosemont.

o Did Burnham do that? If not – that’s a clean breach that gives us basis to terminate.


- Sections 6.1 and 6.2 precluded Burnham from making the agreement public.

o Did they breach this by making various false representations about Biden and his role?


- Section 6.11 – In the event one party fails to perform, the other party shall be able to obtain an injunction or damages. Prevailing parties is entitled to fees and costs.

Employment agreement - breaches

- Breach of duty to pay salary of $800,000. Section 3(a).

o Your demand letter could ask for payment of salary on the 15th and the last day of the month. Forgoing that can be part of their consideration – or is there a separate written agreement in which Biden agreed to forgo it?


Also – we should discuss whether we can make out a piercing claim against Godfrey. Not necessarily for the demand letter, but for your meeting with them.

Jane


Jane E. Maschka
Partner
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