Subject: Re: Hudson
From: "Mervyn Yan" <[email-masked]>
To: "Mesires, George R." <[email-masked]>
Cc: <[email-masked]>, <[email-masked]>
Date: Mon, 02 Apr 2018 15:05:13 +0000

That would be perfect. Thanks George.

On Sat, Mar 31, 2018 at 22:32 Mesires, George R. <
[email-masked]> wrote:

> Thank you, Mervyn.
>
> For the Assignment, because Hunter agrees that the payment may be made, it
> is not necessary for the Assignment to include the payment as a condition
> precedent. But nonetheless I will send a clean copy with it back in.
>
> Thank you for your assistance in getting this matter resolved.
>
> George
>
> George R. Mesires
> *Partner*
> [email-masked]    Download vCard
> <http://www.faegrebd.com/vcard/george.mesires.vcf>
> D: +1 312 356 5101 <+1%20312%20356%205101> | M: +1 312 972 4151
> <+1%20312%20972%204151>
>
> *Faegre Baker Daniels LLP* <http://www.faegrebd.com/>
> 311 S. Wacker Drive | Suite 4300 | Chicago, IL 60606, USA
>
> On Mar 31, 2018, at 3:45 PM, Mervyn Yan <[email-masked]> wrote:
>
> George,
>
> Please find the executed docs.
>
> For assignment agreement, please add back 6(ii) to the agreement, as
> Hunter and I agreed and initialized it. I shall have HWV member signed
> asap.
>
>
> Thanks,
> Mervyn
>
>
> On Fri, Mar 30, 2018 at 9:31 PM, Mesires, George R. <
> [email-masked]> wrote:
>
>> 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.
>>
>>
>>
>> I am circulating these proposed revisions to you and Hunter
>> simultaneously, and are thus subject to his final review and signature.
>>
>>
>>
>> Please contact me with any questions.
>>
>>
>>
>> Thank you.
>>
>>
>>
>> George
>>
>>
>>
>> George R. Mesires
>> *Partner*
>> [email-masked]    Download vCard
>> <https://www.faegrebd.com/vcard/george.mesires.vcf>
>> D: +1 312 356 5101 <(312)%20356-5101> |
>> <https://maps.google.com/?q=311+S.+Wacker+Drive+%7C+Suite+4300+%7C+Chicago,%0D%0A+IL+60606,+USA&entry=gmail&source=g>
>> M: +1 312 972 4151 <(312)%20972-4151>
>>
>> *Faegre Baker Daniels LLP* <https://www.FaegreBD.com>
>> 311 S. Wacker Drive
>> <https://maps.google.com/?q=311+S.+Wacker+Drive+%7C+Suite+4300+%7C+Chicago,%0D%0A+IL+60606,+USA&entry=gmail&source=g>
>>  |
>> <https://maps.google.com/?q=311+S.+Wacker+Drive+%7C+Suite+4300+%7C+Chicago,%0D%0A+IL+60606,+USA&entry=gmail&source=g>
>>  Suite 4300
>> <https://maps.google.com/?q=311+S.+Wacker+Drive+%7C+Suite+4300+%7C+Chicago,%0D%0A+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>
>>
>>
>>
>>
>>
>> *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 <(917)%20402-0017>
>>
>>
>>
>> Thanks,
>>
>> Mervyn
>>
>>
>>
>>
>>
>> On Fri, Mar 30, 2018 at 14:04 Mesires, George R. <
>> [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]]
>> *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]> wrote:
>>
>> Mervyn:
>>
>>
>>
>> Are you not able to push it forward today? The timing is sensitive.
>>
>>
>>
>> George
>>
>>
>>
>>
>>
>> *From:* Mervyn Yan [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]> wrote:
>>
>> Mervyn:
>>
>>
>>
>> Checking in. Have you reviewed the revisions?
>>
>>
>>
>> Thank you.
>>
>>
>>
>> George
>>
>> George R. Mesires
>> *Partner*
>> [email-masked]    Download vCard
>> <http://www.faegrebd.com/vcard/george.mesires.vcf>
>> D: +1 312 356 5101 <+1%20312%20356%205101> |
>> <https://maps.google.com/?q=311+S.+Wacker+Drive+%7C+Suite+4300+%7C+Chicago,+IL+60606,+USA&entry=gmail&source=g>
>> M: +1 312 972 4151 <+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>
>>
>>
>>
>>
> <Assignment and Assumption of Hudson Membership Interests (initialled).pdf>
>
> <Hudson West III LLC - 2nd A&R LLC Agreement Executed.pdf>
>