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Hunter,

I wanted to circle back and make sure we are all aware of some of the issues we will quickly encounter if we don’t come to some conclusion on our agreement ASAP.

For a number of time sensitive reasons we need to at the very least come to an agreement on the high level structure. As it relates to the BD, we want to have an agreement that is effective as of 12/31/18 for tax purposes among others.

Most pressing, RSPI is currently undergoing its annual audit for 2018 and we need to inform the auditors about any potential structural changes. This audit will be finalized and submitted to the SEC in the next 3-4 weeks.

In addition, there is a capital contribution due for RSPI in the next couple of weeks and we don’t want to make those contributions via Skaneateles so we can avoid having to file a joint 2019 Skaneateles return that reflects transactions related to RSPI.

By next week it would be great to get a handshake agreement effective 12/31/18 that I will give up my interest in BHR in exchange for you giving up your interest in the BD. We can deal with putting it into a written agreement and some of the smaller issues in the coming weeks after that. I don’t think the smaller issues are great and shouldn't take much time regardless. But at least we can start operating under the new structure when we have the handshake agreement.

Because the BD is regulated by FINRA and the SEC we are both exposing ourselves to potential issues if we continue to leave this in limbo and we will lose any flexibility on when we can make this agreement effective.

Copying George and Katie as well so everyone is in the loop and on the same page.

Thanks,

Eric


Eric D. Schwerin
2550 M Street NW
Washington, DC 20037
(202) 333-5196
eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
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