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FYI

Devon Archer
646 436 3745

Begin forwarded message:

> From: 余飞强 <felix.yu@bohaicapital.com>
> Date: April 30, 2014 at 9:52:26 AM GMT+2
> To: Michael Leonard <mleonard@thorntonai.com>, smomtazi <smomtazi@rosemontseneca.com>
> Cc: darcher <darcher@rosemontseneca.com>, jbulger <jbulger@thorntonai.com>, michael.c.l.lin <michael.c.l.lin@gmail.com>, xinzhong <xinzhong.li@bohaicapital.com>, jason <jason.zhu@bohaicapital.com>
> Subject: Re:Re:Re: BHR - RST share transfer
>
> Dear Mike and Sebastian,
>
> For the purpose of effectuating the share transfer, we have prepared (i) an equity transfer agreement among RST, Rosemont and Thornton; (ii) an amended and restated JV Contract among Bohai, Harvest, Rosemont, Thornton and Angju; and (iii) an amended and restated AOA of the Company. When you have a chance please take a look and see whether we have reflected the agreement reached between Rosemont and Thornton. And also please provide or confirm the information set out in Sections 2.1 and 18.11 of the JV Contract.
>
> We will be preparing other docs and handling formalities in connection therewith.
>
> Feel free to let us know if you have any questions.
>
> Regards,
> Felix
>
> From: "余飞强 <felix.yu@bohaicapital.com>"
> To: "Michael Leonard <mleonard@thorntonai.com>"
> CC: "darcher <darcher@rosemontseneca.com>","jbulger <jbulger@thorntonai.com>","michael.c.l.lin <michael.c.l.lin@gmail.com>","xinzhong <xinzhong.li@bohaicapital.com>","jason <jason.zhu@bohaicapital.com>","Sebastian Momtazi <smomtazi@rosemontseneca.com>"
> Sent: 2014-04-16 11:37
> Subject: Re:Re: BHR - RST share transfer
> Received. Thanks Mike.
>
>
> From: "Michael Leonard <mleonard@thorntonai.com>"
> To: "余飞强 <felix.yu@bohaicapital.com>"
> CC: "darcher <darcher@rosemontseneca.com>","jbulger <jbulger@thorntonai.com>","michael.c.l.lin <michael.c.l.lin@gmail.com>","xinzhong <xinzhong.li@bohaicapital.com>","jason <jason.zhu@bohaicapital.com>","Sebastian Momtazi <smomtazi@rosemontseneca.com>"
> Sent: 2014-04-16 01:46
> Subject: Re: BHR - RST share transfer
> Felix,
>
> Many thanks for your help on this. We look forward to helping you achieve these formalities so that we can button up this share transfer issue.
>
> Attached to this email please find pdf's of the two entities that will be the new owners following the transfer. The Rosemont entity that will be receiving the interest in RST is Rosemont Seneca Bohai, LLC and a copy of its Certificate of Formation is the first attachment to this email. The Thornton entity that will be receiving the interest in RST is Thornton Group LLC and a copy of its Certificate of Formation is the second attachment to this email.
>
> Sebastian and I have begun the process of getting copies of these Certificates of Formation Authenticated by the Chinese embassy. That process will hopefully be completed by late next week. I will keep you posted on the progress. In the meantime if you need anything else please let me know.
>
> Best,
> Mike
>
>
>> On Tue, Apr 15, 2014 at 5:56 AM, 余飞强 <felix.yu@bohaicapital.com> wrote:
>> Hi Mike,
>>
>> Finally we get an idea of the formalities relating to share transfer in the newly established Shanghai Free Trade Zone. Unfortunately, the formalities seem not to be streamlined but we will get it done anyway.
>>
>> As the first step, please kindly send us a PDF of the certificates of formation of the new Rosemont entity and Thornton entity and then get the certificates authenticated.
>>
>> We will be preparing a share transfer agreement, an amended and restated JVC and AOA as well as other documents.
>>
>> Feel free to contact us if you have any questions.
>>
>> Regards,
>> Felix
>
>
>
> --
> Michael R. Leonard
> Vice President, Operations Department
> Thornton Group LLC
> 14 Beacon Street, Suite 804A
> Boston, MA 02108
> Office: 617-248-9440
> Mobile: 781-454-922