Subject: Harvest : Burnham/WAH/Valor due diligence working group
From: "Devon Archer" <[email-masked]>
To: "Andrew Godfrey" <[email-masked]>, <[email-masked]>, "Michael Leonard" <[email-masked]>, "James Bulger" <[email-masked]>
Cc: "Stephen Weiss" <[email-masked]>
Date: Mon, 21 Jul 2014 11:24:51 -0400

Gentlemen,
I just wanted to connect everyone via email in this working group as we have a fast paced turn around of dd documents in front of us for Harvest.

To recap we had a call this morning with Henry Zhao, Chairman of Harvest Global.  He's shown strong interest in the concept.  He's both enthusiastic to move forward but also still confused on how we pull it all off.  We have given the disclaimer that this is some very creative thinking so he will have patience in the process as long as we move fast and smart.

Very rough work plan (to dos):
1. Audited financials - Burnham, WAH, Valor (JG to send
2. Appraisals - WAH & Valor (JG to send)
3. Org Chart summarizing and framing three entities and how they would fit together. (JG to send.  Steps 1-3. should be in one email with 6 attachments if possible so it's easy for Henry and Lindsay to digest.)

4. Burnham business plan - (AG to send latest to this working group to get Thornton guys up to speed)
5. Burnham org chart. - (AG to send latest to working group / even in draft form and whatever was created for BIT)

We need to get 1-5 together and out today by end of day today.  We are scheduled for another call on Thursday at 9am est and we would like to stick to that schedule.

Next things to think about:
6. Transaction timeline (creating a milestones chart)
7. Ownership structure of Burnham/WAH/Valor pre and post transaction 
8. Ours and Harvest's controls, blocking rights, etc
9. Transaction Term sheet
10. Legal docs

Best,
Devon

Devon Archer
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