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Hunter and Jim:

I spoke with Mervyn this afternoon to clarify the business points below. My comments, which reflect my discussion with Mervyn, are in red. Please let me know if these are acceptable and we can revise the Assignment and the LLC Operating Agreement accordingly.

There will be some open points to still discuss, like the identity of the managers and the officers, and the logistics of dealing with the office lease (and likely amendment thereof) , and confirming account balances.

But let me know if these deal points below accurately reflect the planned arrangement. If not, let’s clarify what needs to be further negotiated.

Thank you.

George

George R. Mesires
Partner
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From: Mervyn Yan [mailto:mervyn.yan@gmail.com]
Sent: Thursday, March 22, 2018 9:29 AM
To: Mesires, George R.
Cc: R. Hunter Biden (rhbdc@me.com); James Biden (jbiden@lionhallgp.com); Smith, Kelley L.
Subject: Re: Hudson West III LLC - Revised Assignment of Membership Interests

Mr. Mesires,

Per our conversation with Jim and Hunter in the last two days, the framework of this assignments was agreed as follow,

1) Hudson West V LLC membership interest is to be assigned to Coldharbour Capital LLC, a New York State Limited Liability Company, which is owned and controlled by me, as an independent entity. Going forward Coldharbour and Owasco shall be operating as members of Hudson West III for normal business activities.


· Mervyn indicated that Coldharbour Capital was formed in 2005, and has no affiliation with CEFC. There is another member (an individual, who he indicated was a passive investor with him), but she has no management rights. Mervyn indicated that the business of Coldharbour relates to his real estate consulting and advisory business.

· Mervyn indicated that he has no affiliation with CEFC.

· Mervyn indicated that it is the intent of the assignment for Coldharbour to step into the shoes of Hudson West V, which effectively divorces Owasco and Hudson West III from Hudson West V and Kevin.


2) Owasco is to be reimbursed any business expenses up to $50k a month, in addition to the regular monthly draw.


· The reference to “regular monthly draw” is intended to refer to the compensation identified in section 4.6 of the LLC Agreement (i.e., Hunter = $100K per month; Jim = $65K per month)

3) Coldharbour is to be reimbursed any business expenses up to $15k a month, in addition to the regular monthly monthly draw.


· Mervyn indicated that “the regular monthly draw” means ($20,833 per month or $250,000 per annum).

4) Hudson West III is to reimburse Hudson West V prepaid office spaces one-time expense of $259,845 to sever the association.


· Apparently, a CEFC affiliate is the named lessee for the Columbus Circle property. I indicated that Hudson West III should not be occupying any office space affiliated with CEFC. If effectuating that arrangement requires a new lease for some part of the existing space with the landlord, then I recommend that rather than any sublease from the CEFC lessee entity.

Other matters:

· Hudson West III bank account: Mervyn indicated that he believes there is approximately $2 MM in the Hudson West III account, but he is not yet a signatory on the account and cannot confirm. An accounting of the Hudson West III account should be a condition precedent for the assignment. Mervyn indicated that he will be able to provide financial/bank records.

o Question: as a co-signor now, do you have access to Hudson West III bank statements?

o Mervyn indicated that Hunter and Mervyn would be co-signor.

· Mervyn indicated that the $1 MM retainer fee should have hit Owasco’s account today.

I'd suggest that we update the assignment agreement and amend the LLC Agreement, please find the word version attached. I am available for a call.

Thanks,
Mervyn Yan
917-402-0017

On Mon, Mar 19, 2018 at 11:47 PM, Mesires, George R. <George.Mesires@faegrebd.com<mailto:George.Mesires@faegrebd.com>> wrote:
Mervyn:

Please see the attached letter and revised Assignment and Assumption Agreement. I understand this is the last information you need to effectuate the transfer of units. If my understanding is incorrect, please let me know what additional information you need to bring this matter to a prompt conclusion.

Thank you.

George

George R. Mesires
Partner
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Faegre Baker Daniels LLP<https://www.FaegreBD.com>
311 S. Wacker Drive | Suite 4300 | Chicago, IL 60606, USA