Subject: Re: Biden matter - Potential breaches
From: "Eric Schwerin" <[email-masked]>
To: "George R. Mesires" <[email-masked]>
Cc: "Hunter Biden" <[email-masked]>, "Maschka, Jane E." <[email-masked]>
Date: Tue, 6 Sep 2016 12:16:34 -0400

There were two people we dealt with as it relates to finances.  Marcelle, their CFO, and Rosa, who worked for Marcelle.   At various times I was told Rosa would be “handling” things as it related to RSA but there as nothing formalized.  Joan ended up handling all of the “incoming revenue, expenses associated with work performed by Rosemont…..”, etc. and we never received any accounting of the additional expenses Burnham incurred that could be attributed to Rosemont.

From time to time, Devon would call and say “Marcelle says you owe money” and I would ask him to ask her for an accounting of where things stood and I never got anything.

Also, just as an FYI, we didn’t necessarily provide the written revenue forecasts mentioned in Sections 3.2, 3.3 and 3.4 but did communicate this orally and we made it clear that the expenses would not increase or decrease for the foreseeable future and that we would let them know if they did.

Eric D. Schwerin
Rosemont Seneca Advisors, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
[email-masked] <x-msg://59/[email-masked]>
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> On Sep 6, 2016, at 11:57 AM, Mesires, George R. <[email-masked]> wrote:
> 
> Eric,
> 
> Did Burnham ever provide a controller as required under the Asset assignment Agreement?  Or he calculations of the Biden Cover when they were supposed to? Or is that recent calculation the only one they have provided to date?
> 
> We spoke with counsel this morning. A lot of posturing. We are drafting a letter with demands so that it hopefully gives their board of directors/officers cover in making the decision to walk away from the assets. 
> 
> In interim, Jane is drafting a complaint but hope to obviate the need to file it.
> 
> Let this play out, Hunter. I know you are frustrated. 
> 
> George 
> 
> George R. Mesires
> Partner
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> Begin forwarded message:
> 
>> From: "Maschka, Jane E." <[email-masked] <mailto:[email-masked]>>
>> Date: September 6, 2016 at 10:06:22 AM CDT
>> To: "Mesires, George R." <[email-masked] <mailto:[email-masked]>>
>> Subject: Biden matter - Potential breaches
>> 
>> George – here are some thoughts on potential breaches to highlight:
>>  
>> Asset Assignment Agreement Breaches
>> -          Pursuant to Section 3.8 of the Agreement, Burnham was to provide a controller to manage and track incoming Revenue, expenses associated with work performed by Rosemont and to assist in the overall financial management of Rosemont.
>> o   Did Burnham do that?  If not – that’s a clean breach that gives us basis to terminate. 
>> 
>> -           Sections 6.1 and 6.2 precluded Burnham from making the agreement public.
>> o   Did they breach this by making various false representations about Biden and his role?
>>  
>> -          Section 6.11 – In the event one party fails to perform, the other party shall be able to obtain an injunction or damages. Prevailing parties is entitled to fees and costs.
>>  
>> Employment agreement - breaches
>> -          Breach of duty to pay salary of $800,000. Section 3(a). 
>> o   Your demand letter could ask for payment of salary on the 15th and the last day of the month.  Forgoing that can be part of their consideration – or is there a separate written agreement in which Biden agreed to forgo it? 
>>  
>>  
>> Also – we should discuss whether we can make out a piercing claim against Godfrey.  Not necessarily for the demand letter, but for your meeting with them. 
>>  
>> Jane 
>>  
>>                
>>  
>> Jane E. Maschka
>> Partner
>> [email-masked] <mailto:[email-masked]>    Download vCard <http://www.faegrebd.com/vcard/jane.maschka.vcf>
>> D: +1 612 766 7559
>> 
>> Faegre Baker Daniels LLP <http://www.faegrebd.com/>
>> 2200 Wells Fargo Center | 90 South Seventh Street | Minneapolis, MN 55402-3901, USA
>> 
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