Subject: RE: Hudson
From: "Mesires, George R." <[email-masked]>
To: "Mervyn Yan" <[email-masked]>
Cc: "Hunter" <[email-masked]>
Date: Fri, 30 Mar 2018 18:04:39 +0000

Thanks, Mervyn. I will review and further revise as appropriate. As I indicated, timing is important – I am available anytime this weekend. George

From: Mervyn Yan [mailto:[email-masked]]
Sent: Friday, March 30, 2018 1:01 PM
To: Mesires, George R.
Cc: Hunter
Subject: Re: Hudson

I need to speak to Hudson West V member this evening.

In a quick glance, I don't see issues other few points

On LLC Agreement

1. Page 2, CHC propuse to arrange financing etc is not applicable since CHC is not the end user, the wording should be reflexing as such, at CHC best effort to arrange financing.

2. Page 7, Section 3.4b, need to classify the money is equity or loan at distribution, if it is a loan, that is before distribution to the members.

3. Page 8, Section 4.2a, CHC Manager shall be initially Mervyn Yan

4. Page 10, Section 4.6 please delete the last sentence. The retainer has been paid.

5. Page 12 Section 4.17, I understood RHB doesn't want to reimburse $15k to CHC, other than the actual costs of such expenses. I need both HWV and Hunter to agree.

6. Page 19. "Company Loan" definition is now deleted, need to think about who is contributing the capital in this case.

On Assignment Agreement

1. Page 2. 2(vii) without appropriate compliance with the registration provision of the Securities Act language is not acceptable.

2. Page 3, 6(ii) regarding payment of $259k I think Hunter doesn't want to make that as closing condition.

On Fri, Mar 30, 2018 at 1:19 PM, Mesires, George R. <[email-masked]<mailto:[email-masked]>> wrote:
Mervyn:

Are you not able to push it forward today? The timing is sensitive.

George

From: Mervyn Yan [mailto:[email-masked]<mailto:[email-masked]>]
Sent: Friday, March 30, 2018 12:13 PM
To: Mesires, George R.
Subject: Re: Hudson

I am working on it this weekend.

On Fri, Mar 30, 2018 at 12:36 Mesires, George R. <[email-masked]<mailto:[email-masked]>> wrote:
Mervyn:

Checking in. Have you reviewed the revisions?

Thank you.

George
George R. Mesires
Partner
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