From: To: "Jeffrey E." <[email protected]> Subject: Fwd: Next Date: Thu, 14 Dec 2017 20:31:15 , 0000 HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel fax cel Begin forwarded message: From: Neale Attenborough Subject: Re: Next Date: December 14. 2017 at 3:00:40 PM EST To: The $11MM in total consideration is an EXTREMELY low valuation for this company, and frankly already takes into consideration the legal risks that exist with the company. I have absolutely no idea how you can call $8MM in that do not want any tail and do not want to take any yesterday which is $8MM at close and $300 per year three years. upfront payment high. There are those in our company further legal risk. I am fine with what I proposed for the first two years, and $800K per year for the last Let me know if that works for you. To be very clear, we will not accept anything less than that in terms of up front payment, nor in terms of a more delayed 5 year pay out, nor in terms of total consideration. Let me know if you want to do this deal on those terms. On Dec 14, 2017, at 2:49 PM, the 8mm is already high.. how do we deal with settlements earlier? you wanted judgment after appeal? i am unclear wrote: EFTA00925122

HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 te fa ce On Dec 14, 2017, at 2:39 PM, Neale Attenborough < > wrote: That works if the upfront payment is $9MM. I will get my team drafting on yay deal. On Dec 14, 2017, at 2:37 PM, neale, to make it simple i suggest: 200 400 600 800 lmm as the five year pay out. if this ok, can you have your team start drafting. thx HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel fa) ce wrote: On Dec 13, 2017, at 5:10 PM, Neale Attenborough < > wrote: Thanks. I have a hard stop at 5:30 so perhaps we should discuss tomorrow? On Dec 13, 2017, at 5:05 PM sorry as we are running late i will call you at 515pm thank you > wrote: EFTA00925123

HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel fax cel On Dec 13, 2017, at 1:51 PM, Neale Attenborough < > wrote: Yes 5:00 should work well. I will send you a clean and redline of the revised term sheet for our discussion. If you could call my cell +1 (617) 901-0711 that would be great. Neale On Dec 13, 2017, at 8:42 AM, Richard Kahn < > wrote: sometime 4:30 - 5:30pm EST works better for me please advise if you are available thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel 212-971-1306 fax 212-320-0381 cell 917-414-7584 On Dec 12, 2017, at 9:56 PM, Neale Attenborough < > wrote: I am happy to try and accomplish this are you available tomorrow at 2:00pm ET? On Dec 12, 2017, at 7:04 AM neale, < > wrote: You and I discussed trying to close a transaction this calendar year. If that is still the goal, I think a phone call might be helpful. EFTA00925124

If it is not then no rush as we have many other things to focus on. thx HBRK Associates Inc. 575 Lexington Avenue, 4th Floor New York, NY 10022 tel fax cell On Dec 11, 2017, at 4:28 PM, Richard Kahn < > wrote: can we talk today or wednesday? HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 to fa c On Dec 11, 2017, at 3:46 PM, Neale Attenborough < Certainly in the next couple of days. Yes. On Dec 11, 2017, at 2:42 PM, -< will you we sending something today? please advise thank you HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel l fax cel > wrote: wrote: EFTA00925125

On Dec 7, 2017, at 10:38 AM, < wrote: thank you HBRK Associates Inc. 575 Lexington Avenue 4th Floor Ne . L I 1122 tel fax cel On Dec 6, 2017, at 3:50 PM, Neale Attenborough < > wrote: Confirmed. We are circling up on your requests to Rachel and will revert late this week of early next. On Dec 6, 2017, at 10:08 AM,1 please confirm you received my email thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel fax cel On Dec 4, 2017, at 1:26 P/v1 wrote: > wrote: neale. EFTA00925126

we had a good call with Rachel and thank you for your offer.. 1 as discusssed the tail payments should be five years rather than three as it requires a final determination of liabiity AFTER appeal.. 2 i think it in everyones interest to try to close this year as the foreign, inbound and outbound become more complex in 2018. 3 if we can set a call and you can suggest an interest rate on the tail payments we can discuss economics. 4 we are close and would rely on your team to put together the documents for faith and joels review. 5 millie is still there :) thank you HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel fax cel EFTA00925127

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