EMAIL DETAILS

Hi Eric,

Just wondering if you have an update from your conversations with BHR on the matters below?

Also, I have not received an answer from Matthew Schwartz at Boeis as to whether RSB’s equity in BHR has already been transferred to Ulysses. (This should not have happened because it also requires PRC government approval, but I want to see what they are doing and how they are going about their restructuring). I just followed-up and will advise if/when I hear anything on that.

Best regards,

George

George D. Martin
Partner
george.martin@FaegreBD.com<mailto:george.martin@FaegreBD.com> Download vCard<http://www.faegrebd.com/vcard/george.martin.vcf>
D: +1 612 766 7055 | F: +1 612 766 1600

Faegre Baker Daniels LLP<http://www.FaegreBD.com>
2200 Wells Fargo Center | 90 South Seventh Street | Minneapolis, MN 55402-3901, USA

From: Eric Schwerin [mailto:eschwerin@rosemontseneca.com]
Sent: Sunday, August 28, 2016 12:34 PM
To: Martin, George D.
Cc: Hunter Biden; Mesires, George R.
Subject: Re: BHR Matters

Thanks, George (and George).

We’ll take a look at the attached draft and get back to you with comments ASAP. I would like to have a separate conversation with BHR about the task list. It should be their responsibility to handle most of this and since our management fees are paying for in-house counsel (and any outside counsel they use) I want to make sure we take as much advantage of the “free” work as we can.

That said, if there are things you can do more quickly or do in a way that will avoid delays due to errors we would want to take advantage of that.

The most important piece of all of this (and the part which BHR won’t do or have responsibility for) is the share transfer between RSB/Ulysses and Skaneateles. There is definitely going to be some question about the amount “due” to RSB/Ulysses for the shares - I don’t expect it to be contentious but we will have to make sure that everyone is comfortable with that piece.

I think this is the first priority. In the meantime I’ll talk to BHR and see what they are doing to effectuate the share transfer and what we’ll like FBD to do.

Thanks for all of this - didn’t imagine it would be so time consuming.

Best,

Eric


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>
P Consider the environment before printing this email.

On Aug 26, 2016, at 5:32 PM, Martin, George D. <George.Martin@FaegreBD.com<mailto:George.Martin@faegrebd.com>> wrote:

Eric and Hunter,

Attached is a draft English version of the equity transfer agreement (“ETA”) that will result in Skaneateles acquiring 10% of BHR from RSB, together with a Step Plan, or “Task List”, that outlines what is required to complete this transfer. We have a Chinese version of the ETA prepared as well, as this must be submitted to Chinese regulators for approval and processing.

Please review and kindly advise with any questions/comments. After hearing back from you we will share this with in-house counsel for BHR for confirmation, and then RSB for execution.

Best regards,

George

George D. Martin
Partner
george.martin@FaegreBD.com<mailto:george.martin@FaegreBD.com> Download vCard<http://www.faegrebd.com/vcard/george.martin.vcf>
D: +1 612 766 7055 | F: +1 612 766 1600

Faegre Baker Daniels LLP<http://www.faegrebd.com/>
2200 Wells Fargo Center | 90 South Seventh Street | Minneapolis, MN 55402-3901, USA

This message and any attachments are for the sole use of the intended recipient(s) and may contain confidential and/or privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message and any attachments. Thank you.
<BHR-Share Purchase Agreement.docx><Task List for BHR Equity Transfer 08102016.docx>