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Hunter,

I wanted to circle back to the conversations you and I had a year and a half ago when we started the process of unwinding. First, we both agreed that it made sense for both of us personally and professionally to unwind and restructure. Second, at your suggestion the crux of that conversation always centered around me taking full ownership of the broker-dealer and you going to work on other non-BD related projects. We even talked about it being a way we could still work together but on different sides of the same deals. Most importantly, you said to me that because I had a better familiarity with the structure of the businesses you were trusting me to come up with a plan to divvy up the assets that was fair and got us to our agreed upon goals.

I put a lot of time and effort into trying to figure out what is fair to both of us and think I have had a solution that works. The proposal I made to you doesn’t cost us money, is pretty easy from a paperwork point of view and doesn’t have any tax implications. As always I have kept your best interests in mind when thinking this through. After almost 20 years of doing so I couldn’t do the opposite if I tried.

The BD has pretty much been running a deficit for the past 18 months. I’ve continued to solely fund it based on the belief that if I can restructure it slightly I can potentially make it profitable - but it might take another year or so. There is also a good chance it might not work. I’m willing to take that risk.

The status quo is the worst of all possible solutions and is costing us both money. If needed I am happy to help you, Katie or George in any way with any institutional knowledge to make sure this is done as smoothly as possible - as I have always done.

I look at this as a good way to just restructure and reset for both of us and I think that was your goal too.

If there are specific changes you want to make to what I have proposed let’s let George help us figure them out. If you don’t have the specific proposal George has that. But let’s get to an agreement we both can live with as soon as possible.

Best,

Eric


Eric D. Schwerin
2550 M Street NW
Washington, DC 20037
(202) 333-5196
eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
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