Subject: Re: Harvest : BAM steps to 3/15 close
From: "Michael Leonard" <[email-masked]>
To: "Devon Archer" <[email-masked]>
Cc: "James Bulger" <[email-masked]>,蒋明[Jiang Ming] <[email-masked]>,赵学军[Henry Zhao] <[email-masked]>, "Godfrey, Andrew" <[email-masked]>, "Seb Momtazi" <[email-masked]>, "Hunter Biden" <[email-masked]>,何清[He Qing] <[email-masked]>
Date: Sat, 12 Mar 2016 17:50:07 -0500

Ming,

Below please find the dial-in information for the conference call scheduled
for 9AM Beijing time on Monday, March 14th (9PM on Sunday, March 13th New
York time):

US dial-in: 1-866-692-3158
China dial-in: 10-800-712-1667
Hong Kong dial-in: 800-930-435

Passcode: 3428128

Also, attached please find a draft Guaranty that was prepared by Burnham's
lawyers for your review.

We look forward to talking with you on the call. Please let me know if you
have any questions or issues with regard to the dial-in information.

Best,
Mike

On Fri, Mar 11, 2016 at 7:38 AM, Devon Archer <[email-masked]>
wrote:

> Good point!  9pm local NY time it is.
>
> Devon D. Archer
>
> On Mar 11, 2016, at 7:37 AM, James Bulger <[email-masked]> wrote:
>
> Devon
> Daylight savings on Saturday I think makes us go back to 12 hour
> difference with Beijing so we get in the call at 9:00pm Sunday here east
> coast US.
> Am I right?
> Jimmy
>
> On Friday, March 11, 2016, Devon Archer <[email-masked]>
> wrote:
>
>> Thanks Ming.  We'll review all, turn around, and let's plan on an all
>> hands call 9am Beijing time on Monday (8pm NY time on Sunday).
>>
>> We'll circulate a dial in.
>>
>> Devon D. Archer
>>
>> On Mar 11, 2016, at 4:33 AM, 蒋明[Jiang Ming] <[email-masked]>
>> wrote:
>>
>> Please find attached the revised drafts of the Operating Agreement and
>> the Convertible Note.  For your reference, please find attached the
>> redlines reflecting changes to the initial versions circulated.
>>
>>
>>
>> The Convertible Note is unsecured, but we understand that BAM is
>> providing a guaranty, a draft of which has not yet been provided.  We
>> reflected this in a footnote to the Convertible Note.
>>
>>
>>
>> While your team review these documents, may I propose that we have a
>> call? I will be joined by Harvest internal and external lawyers, you can
>> invite accordingly on your side. Time-wise, how about Monday 9am Beijing
>> time?
>>
>>
>>
>> Thanks!
>>
>> Ming
>>
>>
>>
>> *发件人:* Devon Archer [mailto:[email-masked]]
>> *发送时间:* 2016年3月10日 19:23
>> *收件人:* 蒋明[Jiang Ming]
>> *抄送:* Michael Leonard; James Bulger; 赵学军[Henry Zhao]; Godfrey, Andrew;
>> Seb Momtazi; Hunter Biden; 何清[He Qing]
>> *主题:* Re: 答复: 答复: Harvest : BAM steps to 3/15 close
>>
>>
>>
>> Yes agreed on both points.
>>
>> Devon D. Archer
>>
>>
>> On Mar 10, 2016, at 4:57 AM, 蒋明[Jiang Ming] <[email-masked]>
>> wrote:
>>
>> Thanks!
>>
>>
>>
>> While I am waiting for external lawyer’s document, there are two points
>> that I would like to clarify.
>>
>>
>>
>> 1.       In harvest note regarding conversion: BAM’s valuation prior to
>> JJR investment is $10mm. if JJR converts, BAM’s pre-money valuation is
>> $11mm, $15mm post money after harvest conversion. However, if JJR chooses
>> not to convert, BAM’s pre-money valuation is $10mm, post money valuation
>> $14mm. This point is not clear in the original documentation. If you agree,
>> we will try to fix it in the documentation.
>>
>> 2.       In operating agreement: pre-harvest conversion, JJR designee is
>> in the board while Harvest designee has observation rights. Given that
>> Harvest’s investment is four times the size of JJR’s, we think that Harvest
>> designee should be in the board prior to conversion.
>>
>>
>>
>> Ming
>>
>>
>>
>> *发件人:* [email-masked] [mailto:[email-masked]] *代表 *Michael
>> Leonard
>> *发送时间:* 2016年3月10日 6:42
>> *收件人:* Devon Archer
>> *抄送:* 蒋明[Jiang Ming]; James Bulger; 赵学军[Henry Zhao]; Godfrey, Andrew;
>> Seb Momtazi; Hunter Biden; 何清[He Qing]
>> *主题:* Re: 答复: Harvest : BAM steps to 3/15 close
>>
>>
>>
>> Ming,
>>
>>
>>
>> Per your request attached please find the Burnham wiring instructions as
>> well as the most recent (2015) Burnham Chief Compliance Officer's report.
>>
>>
>>
>> If you have any further questions please feel free to let us know.
>>
>>
>>
>> Best,
>>
>> Mike
>>
>>
>>
>> On Wed, Mar 9, 2016 at 7:57 AM, Devon Archer <[email-masked]>
>> wrote:
>>
>> Xie xie Ming!  All information forthcoming.
>>
>> Devon D. Archer
>>
>>
>> On Mar 8, 2016, at 10:57 PM, 蒋明[Jiang Ming] <[email-masked]>
>> wrote:
>>
>> Dear Devon,
>>
>>
>>
>> Qing He is our internal legal, I CCed her in the email.  Mayerbrown is
>> our external counsel.
>>
>> Investing entity is Harvest Alternative Investment Group Limited. It’s a
>> BVI company.
>>
>> Comments to deal documentation should be available within next two days.
>> My thought is to send you the comments first and we follow up with a call
>> to finalize.
>>
>>
>>
>> A request from compliance: please send over BAM’s last Rule 206(4)-7
>> exam report, as referred in Section 20 on page 20-1 of the compliance
>> manual.
>>
>>
>>
>> Please also send over your bank account details for wiring purpose. On
>> closing day, we will send over $4mm – $50k.
>>
>>
>>
>> Best
>>
>> Ming
>>
>>
>>
>> *发件人:* Devon Archer [mailto:[email-masked]]
>> *发送时间:* 2016年3月9日 3:34
>> *收件人:* 蒋明[Jiang Ming]
>> *抄送:* Michael Leonard; James Bulger; 赵学军[Henry Zhao]; Godfrey, Andrew;
>> Seb Momtazi; Hunter Biden
>> *主题:* Harvest : BAM steps to 3/15 close
>>
>>
>>
>> Dear Ming,
>>
>> We're a week out from the scheduled March 15th close and wanted to follow
>> up on our action plan for closing well as schedule a conference call
>> tomorrow.
>>
>>
>>
>> Firstly, let us know what you need from us at this point.
>>
>>
>>
>> Secondly, here are some of the initial pieces of information we need from
>> you:
>>
>>
>>
>> - Name of your legal counsel
>>
>> - Name of investing entity and relevant details about that entity
>>
>> - Final comments on deal documentation so we can proceed to executing on
>> our end
>>
>>
>>
>> Please advise on convenient time for call.
>>
>>
>>
>> Very Best,
>>
>> Devon
>>
>>
>>
>> Devon D. Archer
>>
>> +1 646 923 3883
>>
>>
>>
>>
>>
>>
>>
>>
>>
>>
>>
>>
>>
>>
>>
>>
>> ------------------------------
>>
>>
>> 敬告：
>>
>>
>> 在享有法律赋予的权利或者保护不应予以纰漏的前提下，本邮件内容所载或其随附的信息可能属于保密信息，只供指定接收方使用。如阁下并非本邮件指明的接收方，请将阁下拥有的本邮件及其所有备份
>> (包括所有附件)删除及销毁，并通知发件方错误收到本邮件。在此特提请阁下注意不得阅览或分发本邮件，并不得基于对本邮件采取任何行动。
>>
>>
>> NOTICE TO RECIPIENT(S):
>> The information contained in and accompanying this communication may be
>> confidential, subject to legal privilege, or otherwise protected from
>> disclosure, and is intended solely for the use of the intended
>> recipient(s). If you are not the intended recipient of this communication,
>> please delete and destroy all copies (including any attachments) in your
>> possession, notify the sender that you have received this communication in
>> error, and note that any review or dissemination of, or the taking of any
>> action in reliance on, this communication is expressly prohibited.
>>
>>
>>
>>
>>
>> --
>>
>> Michael R. Leonard
>> Vice President, Operations Department
>> Thornton Group LLC
>> 14 Beacon Street, Suite 804A
>> Boston, MA 02108
>> Office: 617-248-9440
>> Mobile: 781-454-9227
>>
>>
>> ------------------------------
>>
>>
>> 敬告：
>>
>>
>> 在享有法律赋予的权利或者保护不应予以纰漏的前提下，本邮件内容所载或其随附的信息可能属于保密信息，只供指定接收方使用。如阁下并非本邮件指明的接收方，请将阁下拥有的本邮件及其所有备份
>> (包括所有附件)删除及销毁，并通知发件方错误收到本邮件。在此特提请阁下注意不得阅览或分发本邮件，并不得基于对本邮件采取任何行动。
>>
>>
>> NOTICE TO RECIPIENT(S):
>> The information contained in and accompanying this communication may be
>> confidential, subject to legal privilege, or otherwise protected from
>> disclosure, and is intended solely for the use of the intended
>> recipient(s). If you are not the intended recipient of this communication,
>> please delete and destroy all copies (including any attachments) in your
>> possession, notify the sender that you have received this communication in
>> error, and note that any review or dissemination of, or the taking of any
>> action in reliance on, this communication is expressly prohibited.
>>
>>
>> ------------------------------
>>
>> 敬告：
>>
>>
>> 在享有法律赋予的权利或者保护不应予以纰漏的前提下，本邮件内容所载或其随附的信息可能属于保密信息，只供指定接收方使用。如阁下并非本邮件指明的接收方，请将阁下拥有的本邮件及其所有备份(包括所有附件)删除及销毁，并通知发件方错误收到本邮件。在此特提请阁下注意不得阅览或分发本邮件，并不得基于对本邮件采取任何行动。
>>
>>
>> NOTICE TO RECIPIENT(S):
>> The information contained in and accompanying this communication may be
>> confidential, subject to legal privilege, or otherwise protected from
>> disclosure, and is intended solely for the use of the intended
>> recipient(s). If you are not the intended recipient of this communication,
>> please delete and destroy all copies (including any attachments) in your
>> possession, notify the sender that you have received this communication in
>> error, and note that any review or dissemination of, or the taking of any
>> action in reliance on, this communication is expressly prohibited.
>>
>> <Harvest - BAM Holdings LLC Operating Agreement (46556922_5).docx>
>>
>> <Harvest - Convertible Note (46556643_6).docx>
>>
>> <Harvest - Redline - Convertible Note (cumulative).pdf>
>>
>> <Harvest - Redline - Operating Agreement (cumulative).pdf>
>>
>>
>
> --
> James J. Bulger
> Chairman
> Thornton Group LLC
> 14 Beacon Street, Suite 804A
> Boston, MA 02108
> Office tel: 617.248.9440
>
>

-- 
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