Subject: Re: Hudson
From: "Jim Biden" <[email-masked]>
To: "Mesires, George R." <[email-masked]>
Cc: <[email-masked]>
Date: Sat, 31 Mar 2018 01:21:41 +0000

Fine with me George. Per my last conversation with Hunter fine with him too. Thanks for all your hard work on this.

Best,
Jim

Sent from my iPhone

On Mar 30, 2018, at 9:18 PM, Mesires, George R. <[email-masked]<mailto:[email-masked]>> wrote:

Hunter and Jim – below is my draft email to Mervyn, together with the execution version of the documents. Please confirm that these are ok to send to Mervyn. I added back the concept that the capital investment is treated as a loan to the benefit of Coldharbour. Please let me know if you would like to discuss this.

George
________________________________

Mervyn:

Attached are redlined and clean execution versions of the Assignment and the Amended LLC Agreement. Please review and sign where indicated, and arrange for Hudson West V’s signature too.  I believe that these revisions address the questions/comments you provided earlier today.

With respect to the banking authorizations, I understand that you and Hunter will arrange to obtain all necessary authorizations such that Owasco will have access and co-signatory authorization as contemplated.

Please contact me with any questions.

Thank you.

George

George R. Mesires
Partner
[email-masked]<mailto:[email-masked]>    Download vCard<https://www.faegrebd.com/vcard/george.mesires.vcf>
D: +1 312 356 5101 | M: +1 312 972 4151

Faegre Baker Daniels LLP<https://www.FaegreBD.com>
311 S. Wacker Drive | Suite 4300 | Chicago, IL 60606, USA

From: Mervyn Yan [mailto:[email-masked]]
Sent: Friday, March 30, 2018 7:46 PM
To: Mesires, George R.
Subject: Re: Hudson

George,

I spoke to HWV member and Hunter. Hunter doesn’t care those $15k and $239k break rent cause. He just wants to get done.

I have no further comments. If you can speak and confirm those two points, we are ready to execute. Try to sort out the banking authorization next step.

I am available on cell 917-402-0017

Thanks,
Mervyn

On Fri, Mar 30, 2018 at 14:04 Mesires, George R. <[email-masked]<mailto:[email-masked]>> wrote:
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]<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
[email-masked]<mailto:[email-masked]>    Download vCard<http://www.faegrebd.com/vcard/george.mesires.vcf>
D: +1 312 356 5101<tel:+1%20312%20356%205101> | M: +1 312 972 4151<tel:+1%20312%20972%204151>

Faegre Baker Daniels LLP<http://www.faegrebd.com/>
311 S. Wacker Drive<https://maps.google.com/?q=311+S.+Wacker+Drive+%7C+Suite+4300+%7C+Chicago,+IL+60606,+USA&entry=gmail&source=g> |<https://maps.google.com/?q=311+S.+Wacker+Drive+%7C+Suite+4300+%7C+Chicago,+IL+60606,+USA&entry=gmail&source=g> Suite 4300<https://maps.google.com/?q=311+S.+Wacker+Drive+%7C+Suite+4300+%7C+Chicago,+IL+60606,+USA&entry=gmail&source=g> |<https://maps.google.com/?q=311+S.+Wacker+Drive+%7C+Suite+4300+%7C+Chicago,+IL+60606,+USA&entry=gmail&source=g> Chicago, IL 60606, USA<https://maps.google.com/?q=311+S.+Wacker+Drive+%7C+Suite+4300+%7C+Chicago,+IL+60606,+USA&entry=gmail&source=g>

<Hudson West III LLC - 2nd A&R LLC Agreement (redlined).pdf>
<117285344_2.pdf>
<Assignment and Assumption of Hudson Membership Interests (redlined).pdf>
<117001162_5.pdf>