EMAIL DETAILS

I don't want to be limited to "no comment" but I think it is reasonable to
agree that our comments won't be disparaging towards BAM.

I am also fine with the language you drafted on the money owed. Whatever
it takes to just be done with this.

Eric D. Schwerin
eschwerin@rosemontseneca.com

Sent from my iPhone

On Aug 28, 2016, at 8:22 AM, Mesires, George R. <George.Mesires@faegrebd.com>
wrote:

Sorry. Just crossed emails. I don't think you should be limited to no
comment but I will revise to soften their concern about disparagement.

George R. Mesires
*Partner*
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On Aug 28, 2016, at 7:12 AM, Eric Schwerin <eschwerin@rosemontseneca.com>
wrote:

I would like to send Stefan back an email (or George can) saying that our
contention is that we owe no money based on our efforts to secure $4m as
working capital from Harvest. Efforts we would not have undertaken had
facts as to what was going on at Burnham not been withheld from us.

George, I assume you can find some compromise on the disparagement and
press inquiry section.

I also was going to reach out to Andrew and see if he agrees with Stefan
and we can't just get him to sign.

Thoughts?


Eric D. Schwerin
eschwerin@rosemontseneca.com

Sent from my iPhone

Begin forwarded message:

*From:* "Zellmer, Stefan" <SZellmer@burnhamasset.com>
*Date:* August 28, 2016 at 7:35:16 AM EDT
*To:* "Mesires, George R." <George.Mesires@FaegreBD.com
<George.Mesires@faegrebd.com>>
*Cc:* "Godfrey, Andrew" <AGodfrey@burnhamasset.com>, "Eric D. Schwerin (
eschwerin@rosemontseneca.com)" <eschwerin@rosemontseneca.com>, "R. Hunter
Biden (hbiden@rosemontseneca.com)" <hbiden@rosemontseneca.com>
*Subject:* *RE: BAM termination*

George,


I sent the latest version to our lawyer for review. I am not comfortable
with the press inquiry exemption as that paragraph also includes
non-disparagement language. We agreed to remove the payment obligation,
but in part due to the promise to be sent revised numbers. If our numbers
prove to be correct, we would like to include the forgiveness and the
amount in the agreement.


Those should be the remaining points.


Best,

Stefan


_________________________________________________

*Stefan Zellmer* | Burnham Asset Management Corp.

Office: +1 212 333 9633| szellmer@burnhamasset.com


*From:* Mesires, George R. [mailto:George.Mesires@FaegreBD.com
<George.Mesires@FaegreBD.com>]
*Sent:* Friday, August 26, 2016 6:24 PM
*To:* Zellmer, Stefan <SZellmer@burnhamasset.com>
*Cc:* Godfrey, Andrew <AGodfrey@burnhamasset.com>; Eric D. Schwerin (
eschwerin@rosemontseneca.com) <eschwerin@rosemontseneca.com>; R. Hunter
Biden (hbiden@rosemontseneca.com) <hbiden@rosemontseneca.com>
*Subject:* BAM termination


Stefan,


Attached is a redlined version showing that we accepted your revision on
page 2. As we discussed on the phone, it is our position that any demand
for money by BAM is unwarranted and inappropriate. Accordingly, we are not
providing any such accounting. Further, the Rosemont Parties cannot be
limited to a “no comment” if questioned by the press.


Please acknowledge that this version is acceptable to BAM and I will send a
copy to Andrew for execution, the only additional change being that I will
replace you with Andrew being the signatory.


Thank you.


George


George R. Mesires
*Partner*
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