Subject: FW: BHR
From: "Mesires, George R." <[email-masked]>
To: "Eric Schwerin" <[email-masked]>
Cc: "Martin, George D." <[email-masked]>, "Hunter Biden" <[email-masked]>
Date: Fri, 15 Jul 2016 00:53:12 +0000

Eric:

Please see the email from Matthew Schwartz, below. Conceptually I think we are agnostic about this proposed change to the governance arrangement. It seems like Devon is trying to keep his seat warm while he addresses his legal issues. The question will be whether this arrangement will be acceptable to BHR, including the “resignation” letter (which seems to be more akin to a leave of absence rather than a resignation) and the fact that Ulysses will be beneficially owned by Devon.

We can draft the assignment/transfer document to effectuate the equity transfer to Skaneateles, LLC. Presumably Devon agrees with your accounting that Hunter has satisfied his capital contribution obligations.

Please let me know if you have any questions or concerns. Otherwise, we will revert to Matthew, who will send the email to Xin. Then the parties will work together to effectuate these changes.

Thank you.

George

From: Matthew L. Schwartz [mailto:[email-masked]]
Sent: Thursday, July 14, 2016 6:48 PM
To: Mesires, George R.
Cc: Joseph Eno; David Nelson; Martin, George D.
Subject: RE: BHR

Thanks again for drafting this, George. Having spoken with Devon, please find for your review a slightly revised draft. The only substantive change is to the appointment of directors.
Although the result is the same, we would prefer that each U.S. entity be entitled to appoint one director rather than having all three be collectively appointed.

As for the equity transfer, we are prepared to move forward as you propose. Will you draft the transfer documents to move Hunter and Eric's stake out of RSB and into their entity? We can then use that as a model for the transfer of Devon's interest to the new entity.

Let us know if this all makes sense to you. We would like to get this to Xin promptly.

-mls

Xin-

After conferring with Devon, we wanted to take care of the following outstanding items as it relates to BHR, assuming it all meets with your approval.

1) Please consider Devon’s resignation letter that was emailed to you last week as a final version and please have his resignation take effect immediately.

2) Please disregard the letter which appoints Hunter to Devon’s Board seat. For the time being, we will leave Devon’s Board seat vacant.

3) We should begin the process to transfer the 20% of the shares of BHR owned by RSB immediately so that 10% will be owned by Skaneateles, LLC (of which the beneficial owners are Hunter Biden and Eric Schwerin) and 10% will be owned by Ulysses Diversified, Inc. (of which the beneficial owner is Devon).

4) Finally, we should begin the process to amend the Articles of Association so that the two Board Seats currently designated to RSB will be designated to Skaneateles, LLC and Ulysses Diversified, Inc, with each entity having a separate right to appoint one director. The three U.S. entities (Ulysses, Skaneateles and Thornton) will jointly designate a Vice-Chair.

I know Devon, Hunter and Jim have all agreed to the above and I am copying Jim Bulger, Hunter Biden, Eric Schwerin and George Mesires as well.

Thanks for your patience on this. Please let us know what additional information you need from us to affect the changes above.

Matthew L. Schwartz
BOIES, SCHILLER & FLEXNER LLP
212-303-3646 (Direct)
646-337-5787 (Mobile)

-----Original Message-----
From: Mesires, George R. [[email-masked]<mailto:[email-masked]>]
Sent: Wednesday, July 13, 2016 07:30 AM Eastern Standard Time
To: Matthew L. Schwartz
Cc: Joseph Eno; David Nelson; Martin, George D.
Subject: BHR
Matt-

Below is a draft email for you concerning the resignation and equity issue for BHR. I understand that Hunter, Devon, Jim and Eric have discussed this and are all on the same page. Eric indicated that Devon would be spending time with you today, so you can confirm this with him. Below is the draft, but obviously please feel free to edit as appropriate. This afternoon George Martin and I will send you some times that we are available to discuss next steps.   Thank you. George

-----

Xin-

After conferring with Devon, we wanted to take care of the following outstanding items as it relates to BHR assuming it all meets with your approval.

1) Please consider Devon’s resignation letter that was emailed to you last week as a final version and please have his resignation take effect immediately.

2) Please disregard the letter which appoints Hunter to Devon’s Board seat.  For the time being, we will leave Devon’s Board seat vacant.

3) We should begin the process to transfer the 20% of the shares of BHR owned by RSB immediately so that 10% will be owned by Skaneateles, LLC (of which the beneficial owners are Hunter Biden and Eric Schwerin) and 10% will be owned by XXXXX (entity that Devon designates).

4) Finally, we should begin the process to amend the Articles of Association so that the three Board Seats currently designated to RSB (2) and Thornton (1) are designated to the 30% owned by the U.S. entities.  The three entities, Devon’s entity, Skaneateles and Thornton will jointly decide who the three Board members will be and they will designate a Vice-Chair.

I know Devon, Hunter and Jim have all agreed to the above and I am copying Jim Bulger, Hunter Biden, Eric Schwerin and George Mesires as well.

Thanks for your patience on this.   Please let us know what additional information you need from us to affect the changes above.

-------

George R. Mesires
Partner
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