From: Richard Kahn

From: Richard Kahn To: "jeffrey E." <[email protected]> Subject: Fwd: Next Date: Fri, 05 Jan 2018 18:12:45 +0000 what time is best for you this afternoon? Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 Begin forwarded message: From: Neale Attenborough Subject: RE: Next Date: January 5, 2018 at 1:08:11 PM EST ) To: Richard Kahn c Sorry I had to drop off. Let me know a couple of times you are available today and I will see if I can break free from my meeting. Neale From: Neale Attenborough Sent: Friday, January 5, 2018 1:06 PM To: 'Richard Kahn' Subject: RE: Next I am dialed in and now have 5 minutes... From: Richard Kahn Imailto Sent: Friday, January 5, 2018 12:59 PM To: Neale Attenborough Subject: Re: Next ok what is the best number to reach you now? please advise thank you EFTA00917119 Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York. NY 10022 On Jan 5, 2018, at 12:41 PM, Neale Attenborough I am free for the next 30 minutes if that works. From: Richard Kahn imailto: Sent: Friday, January 5, 2018 12:21 PM To: Neale Attenborough Subject: Re: Next are you free to talk today? Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 wrote: On Dec 14, 2017, at 3:00 PM, Neale Attenborough < >. wrote: 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 upfront payment high. There are those in our company that do not want any tail and do not want to take any further legal risk. I am fine with what I proposed yesterday which is $8MM at close and $300 per year for the first two years, and $800K per year for the last three years. 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. EFTA00917120 On Dec 14, 2017, at 2:49 PM, Richard Kahn < wrote: the 8mm is already high.. how do we deal with settlements earlier? you wanted judgment after appeal? i am unclear Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 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, Richard Kahn < neale, to make it simple i suggest: 200 400 600 800 1mm as the five year pay out. if this ok, can you have your team start drafting. thx Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 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, Richard Kahn < wrote: EFTA00917121 sorry as we are running late i will call you at 515pm thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 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 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, Richard Kahn wrote: neale, EFTA00917122 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. If it is not then no rush as we have many other things to focus on. thx Richard Kahn HBRK Associates Inc. 575 Lexington Avenue, 4th Floor New York, NY 10022 On Dec 11, 2017, at 4:28 PM, Richard Kahn ,, > wrote: can we talk today or wednesday? Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 Ma 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, Richard Kahn, will you we sending something today? please advise thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 Ma > wrote: > wrote: EFTA00917123 On Dec 7, 2017, at 10:38 AM, Richard Kahn < > wrote: thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 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, Richard Kahn < > wrote: please confirm you received my email thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 On Dec 4, 2017, at 1:26 PM, Richard Kahn < > wrote: neale. EFTA00917124 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 Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 EFTA00917125