EFTA02547172.pdf

From: Richard Kahn Sent: Thursday, December 14, 2017 8:31 PM To: Jeffrey E. Subject: Fwd: Next Richard Kahn HBRK Associates Inc. 575 =exington Avenue 4th Floor New York, NY 10022 tel fa cel Begin forwarded message: From: =/b>Neale Attenborough Subject: =/b>Re: Next Date: =/b>December 14, 2017 at 3:00:40 PM =ST To: =/b>Richard Kahn < The $11MM in total consideration is an EXTREMELY low =aluation for this company, and frankly already takes into consideration =he legal risks that exist with the company. I have absolutely no idea how you can call $8MM in =pfront payment high. There are those in our company that do not want =ny tail and do not want to take any further legal risk. I am fine =ith 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 =ears. Let me know if that works for you. To be very =tear, we will not accept anything less than that in terms of up front =ayment, nor in terms of a more delayed 5 year pay out, nor in terms of =otal consideration. Let me know if you want to do this deal on those terms. EFTA_R1_01701408 EFTA02547172 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 59MM. I will get my =eam drafting on yay deal. On Dec 14, 2017, at 2:37 PM, Richard Kahn < > wrote: neale, to make it simple i suggest: 200 400 600 800 1mm as the =ive year pay out. if this ok, can you have your team start =rafting. thx Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 2 EFTA_R1_01701409 EFTA02547173  On Dec 13, 2017, at 5:10 PM, Neale Attenborough cl > wrote: Thanks. I have a hard stop at 5:30 so perhaps we should =iscuss tomorrow? On Dec 13, 2017, at 5:05 PM, Richard Kahn < > wrote: 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 =edline of the revised term sheet for our discussion. If you could call my cell +1 hat would =e great. 1.1t 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. 3 EFTA_R1_01701410 EFTA02547174  575 Lexington Avenue 4th Floor New York, NY 10022 On Dec 12, 2017, at 9:56 PM, Neale Attenborough •t :> wrote: I am happy to try and accomplish this are you available =omorrow at 2:00pm ET? On Dec 12, 2017, at 7:04 AM, Richard Kahn < > wrote: neale, You and I discussed trying to close a transaction this =alendar year. If that is still the goal, I think a phone call =ight be helpful. If it is not then no rush as we have many other things =o 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 4 EFTA_R1_01701411 EFTA02547175  On Dec 11, 2017, at 3:46 PM, Neale Attenborough wrote: Certainly in the next couple of days. Yes. On Dec 11, 2017, at 2:42 PM, Richard Kahn < > wrote: will you we sending something today? please advise thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 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 5 EFTA_R1_01701412 EFTA02547176  On Dec 6, 2017, at 3:50 PM, Neale Attenborough wrote: Confirmed. We are circling up on your requests to Rachel =nd will revert late this week of early next. On Dec 6, 2017, at 10:08 AM, Richard Kahn < > wrote: please confirm you received my =mail thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 On Dec 4, 2017, at =:26 PM, Richard Kahn < <mailto > > wrote: neale. =nbsp; we had a good call =ith Rachel and thank you for your offer.. 1 as =iscusssed the tail payments should be five years rather than three as =t requires a final determination of liabiity AFTER appeal.. 6 EFTA_R1_01701413 EFTA02547177  2 i think it =n everyones interest to try to close this year as the foreign, inbound =nd outbound become more complex in 2018. 3 if we can =et a call and you can suggest an interest rate on the tail payments we =an discuss economics. 4 we are =lose and would rely on your team to put together the documents for =aith and joels review. 5 millie is =till there :) thank =ou Richard =ahn HBRK Associates =nc. 575 Lexington =venue 4th Floor New York, NY =0022 7 EFTA_R1_01701414 EFTA02547178 8 EFTA_R1_01701415 EFTA02547179