EMAIL DETAILS

Hunter – please see below.

George

George R. Mesires
Partner
george.mesires@FaegreBD.com<mailto:george.mesires@FaegreBD.com> Download vCard<https://www.faegrebd.com/_vcard/george.mesires.vcf>
D: +1 312 356 5101

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

From: Eric Schwerin <eschwerin@rosemontseneca.com>
Sent: Wednesday, March 06, 2019 2:22 PM
To: Mesires, George R. <george.mesires@FaegreBD.com>
Subject: Re: Proposal

This seems fine with the only caveat being that we may need to withhold some additional money for fees related to executing the agreement (and tax preparation). I don’t know how much those will be. Not sure the best way to handle it.

And to be clear, my biggest concession from the original proposal is that I have agreed to absolve Hunter’s debt for his share of capital contributions. And in so doing (wasn’t spelled out below but should be in a final agreement) I will get 100% of any tax losses that pass through Skaneateles from RSP Holdings as a result of those capital contributions.

The final point I’ll make/reiterate is that when we first discussed doing this Hunter said to me that he wanted me to come up with a way to do this that was fair to him. In coming up with this structure I am confident he’s receiving far more than 75% of the value of the businesses. I wanted to do that to get this done as easily as possible. So I feel like that was a concession I made before even making the original proposal.


On Mar 6, 2019, at 3:00 PM, Mesires, George R. <George.Mesires@FaegreBD.com<mailto:George.Mesires@FaegreBD.com>> wrote:

Questions/comments in red. I am not optimistic about this because you have not moved from your original proposal.

And I made a few edits to clean it up.

Please confirm and I will send to Hunter


George R. Mesires
Partner
george.mesires@FaegreBD.com<mailto:george.mesires@FaegreBD.com> Download vCard<https://www.faegrebd.com/_vcard/george.mesires.vcf>
D: +1 312 356 5101

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


From: Eric Schwerin <eschwerin@rosemontseneca.com<mailto:eschwerin@rosemontseneca.com>>
Sent: Wednesday, March 06, 2019 12:57 PM
To: Mesires, George R. <george.mesires@FaegreBD.com<mailto:george.mesires@FaegreBD.com>>
Subject: Proposal

George,

As follow up to our call and your subsequent text with me and Hunter here’s what I propose. It isn’t too dissimilar from the Exec Summary I sent you last night.

1) Skaneateles transfers 100% of RSP Holdings to Aqaba
2) Skaneateles transfers 25% of its holdings in Eudora to Aqaba (mechanics may require Eudora to actually do that)
3) Aqaba will receive 25% of the proceeds due from the final CAF payment which should be paid in 2019. (I will be responsible for following up with CAF and making sure that it gets paid.)
4) Skaneateles retains everything else, i.e, the BHR shares, Rosemont Seneca Advisors, 75% of the Eudora shares and the shares in Tadich Grill.

Cash Deposited into Skaneateles: Full amount of check:

Less: $10,780 to Aqaba for Bill Morgan accounting bill and Aqaba assumes the liability
$9748 to Aqaba for AMEX and Aqaba assumes the liability and A
$18930 to Aqaba for FaegreBD fees paid by Eric
$1462.80 to Aqaba for Google domain and Quickbooks and Aqaba assumes the liability [GRM comment: If Hunter gets Rosemont Seneca the domain goes with it and you and Joan should not be using the email domain for remainder of 2019.]

Distribution of remaining amount to Owasco (75%) and Aqaba (25%)

5) The proceeds of the Eudora check will be distributed 75/25 with the following adjustments:

-Skaneateles transfers an additional $39,458.47 to Aqaba which represents the 2018 Morgan Wingate bill, the AMEX balance and the FBD invoices I paid and this will be deducted off of Owasco LLC’s 75%. I will then be responsible for paying the Morgan Wingate bill and the AMEX balance.

-Skaneateles transfers $1,462.80 to Aqaba and I will make payments for the Google domain payments and QuickBooks for the remainder of 2019. At the end of 2019 RHB can decide if he wants to maintain therosemontseneca.com<http://rosemontseneca.com/> email and domain and Joan and I will have use of that email for the rest 2019. This amount will be deducted prior to the 75/25 splits being made.

Outstanding items to figure out:

Preparation of and payment for 2018 and 2019 Skaneateles taxes. I would like authority to handle 2018 and make sure those are filed and prepared accurately. Skaneateles is already filing an extension for 2018.

The 2019 taxes for Skaneateles will likely be a “final return” because Skaneateles will be a disregarded entity. I believe Aqaba will get a K-1 for the period of 2019 prior to our agreement going in affect. We need to talk to Bill Morgan and figure out that is handled and perhaps ask him for a flat fee amount on how much it will cost to prepare 2018 and 2019 taxes and have money in reserve.

We should also have some money in reserve for any fees we need to pay to execute the terms of our agreement. (DC filing fees for example.)

Assuming Hunter agrees with the above via email I will deposit the check today. Our goal should then be to finalize the agreement paperwork and have signatures on the documents by Friday COB. We should make the effective date of the agreement March 30, 2019. That should give us time to do any of the mechanical things required to get this in place.

Since it may take until Monday for the check to clear I would assume that pending a signed agreement Hunter and I can both authorize transfer of funds on Monday.

Let me know your thoughts.

Thanks,

Eric


Eric D. Schwerin
2550 M Street NW
Washington, DC 20037
(202) 333-5196
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


Eric D. Schwerin
2550 M Street NW
Washington, DC 20037
(202) 333-5196
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