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As it relates to the income section and phantom income, I think it good and because it mentions “gross receipts” should exclude phantom income. Often if there is phantom income we will receive a distribution equivalent to the tax owed to cover it so Hunter shouldn’t have to include that distribution in income if it is going to pay taxes, but I would need to see if this section covers it. If we want to be 100% sure I might like to run it by Bill Morgan, our accountant. I can email that section to him now and hopefully get an answer first thing in the AM if you want.

A few typos I found:

In section 10 (j), need to add in “The account” prior at beginning of last sentence.

In section 16 (c), should say in Bohai sentence, should say “which Hunter owns through Owasco, LLC”

In section 16 (d), the last two sentences on the adjusted income section seem like fragments. Did you want it that way?

In section 27, did you mean “courtesy” instead of “curtesy”?


Eric D. Schwerin
Rosemont Seneca Advisors, LLC
2900 K Street, NW
Suite 507
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
P Consider the environment before printing this email.

WE’VE MOVED: PLEASE NOTE OUR NEW ADDRESS ABOVE

> On Mar 20, 2017, at 9:11 PM, SMancinelli <SMancinelli@ainbanklaw.com> wrote:
>
> Hunter-
>
> Attached is the agreement. I made all the edits we discussed. I then did a compare version to the last version Kathleen sent you. So the only edits you will see are those edits you made to the last version she sent.
>
> Eric- Please read through the entire agreement carefully- especially the support part. You will see the definition of income is back to what it was before. Please confirm again that phantom income will not be an issue with this definition.
>
> Hunter is going to transmit this document directly to Kathleen once you review and he approves the draft.
>
> Thank you, both.
>
> Sarah
>
> Sarah E. Mancinelli, Esq.
> Ain & Bank, P.C.
> 1900 M. Street, NW, Suite 600
> Washington, D.C. 20036-3565
> (202) 530-3355 (direct dial)
> (202) 530-4411 (fax)
> <Biden MSA Compare 3.20.17 (9.09 pm) (00116704xC3E2C).docx>