Subject: Draft Email to Send to BHR
From: "James Bulger" <[email-masked]>
To: "Hunter Biden" <[email-masked]>
Cc: "Katie Dodge" <[email-masked]>
Date: Thu, 11 Dec 2014 09:43:00 -0500

Hunter,

Below is my draft message for you to circulate to the BHR team and the rest
of the board of directors. I contemplated you replying all to Jason's email
with the board documents attached so that way all parties see this email.
Give it a review and let me know if you have any questions. It should go
out today because the board call is tonight at 8:30PM:

Jason:

Many thanks for sending these documents around. I have reviewed them and I
have some questions that are both general and specific in scope. I thought
it might be helpful if I circulated my questions in advance of the board
meeting so that the BHR team may be prepared to address these questions
during the board meeting and so that other members of the board could
consider them as well.

*General Questions/Comments:*

1.      Proposals such as these that significantly affect the bottom line
of the Fund become difficult to evaluate without forward looking financial
forecasts that clearly delineate the effect of the proposed board action. I
realize that financial forecasts have sometimes been prepared on an ad hoc
basis and that reference is made in the board document to projected fund
revenue. However, as a board member I would like to see financial reporting
which is updated on a monthly basis that outlines:

a.      Previous expenditures to date,

b.      Projected revenues and expenses going forward for some time period
(maybe 12 months?), and

c.      Projected dividends and payments to shareholders.

 It is seemingly necessary for someone at the Fund to be specifically
delegated with preparing this material on a monthly basis.

 2.      In furtherance of above it might be necessary for the Fund to
prepare a business plan so that the context of certain executive actions
may be clearer. Specifically, the first board action alludes to increasing
the personnel from the current 18 employees to up to 32 employees in 2015.
This causes me to wonder:

a.      What is the rationale of the expansion?

b.      Under what circumstances will increasing the staff size be
necessary?

c.      Will significant expansion be subject to board approval?

A business plan or some sort of memorandum might provide some context so
that I can better evaluate proposals along these lines as they come up.

3.      A lot of our efforts are predicated on securing a large Chinese
limited partner for our cross-border fund in the near future. To that end,
can we discuss in detail the Fund’s fundraising efforts? Specifically, can
we discuss Guoxin and other entities? What is the current status of those
talks and what is the outlook?

4.      What is the status of Sinopec? When do we expect that deal to be
approved by the Minister of Commerce and when can the Fund start collecting
management fees? What sort of carry will the Fund be able to participate in
with regard to this deal?

*Specific Questions/Comments:*

*Proposal 1: Compensation Adjustment*

1.      Can you confirm that the increase of compensation from the 25th
percentile to the 50th percentile (as discussed in the McLagan report) is
subject to Board approval?

2.      Will the total bonus pool be subject to board approval?

3.      In line with what was asked above, to what degree will the
expansion of the staff from 18 to 32 people be subject to board
approval/oversight?

*Proposal 2: Venture Partners*

1.      I am concerned about Venture Partners’ ability to accrue expenses
to the Fund. Especially since, board members/shareholders have accrued
expenses that have not been reimbursed yet.

2.      I would like to know more about why we think this is necessary. I
have concerns over the value-add these individuals bring as well as
potential reputational risk to BHR (this is a concern whenever anyone is
acting in our name).

I am confident that we can have fruitful discussions of these issues on our
board meeting conference call and I look forward to hearing from the BHR
management team as well as my fellow board members.

Many thanks,

Hunter

-- 
James J. Bulger
Chairman
Thornton Group LLC
14 Beacon Street, Suite 804A
Boston, MA 02108
Office tel: 617.248.944