<table><tr><th>From:</th><th>Richard Kahn</th></tr><tr><td>Sent:</td><td>Thursday, December 14, 2017 8:31 PM</td></tr><tr><td>To:</td><td>Jeffrey E.</td></tr><tr><td>Subject:</td><td>Fwd: Next</td></tr></table>

Richard Kahn
HBRK Associates Inc.
575 =exington Avenue 4th Floor
New York, NY 10022
tel █████████████
fax █████████████
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.

## 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
██████████████
██████████████
██████████████

## On Dec 14, 2017, at 2:49 PM, Richard Kahn < (cont.)

- Date: Dec 13, 2017
- Participants: Neale Attenborough (email redacted), Richard Kahn (email redacted)
- Messages:
  - Richard Kahn — 5:05 PM: "sorry as we are running late i will call you at 515pm thank you"
  - Neale Attenborough — 5:10 PM: "Thanks. I have a hard stop at 5:30 so perhaps we should =iscuss tomorrow?" (≈ "discuss")
- Signature (Richard Kahn):
  - Richard Kahn
  - HBRK Associates Inc.
  - 575 Lexington Avenue 4th Floor
  - New York, NY 10022
- Redactions: sender email addresses and a blacked-out block at bottom (likely additional contact info)

On Dec 13, 2017, at 1:51 PM, Neale Attenborough

wrote:

term sheet for our discussion.

Yes 5:00 should work well. I will send you a clean and =edline of the revised If you could call my cell +1 1.1t hat would =e 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.

## On Dec 14, 2017, at 2:49 PM, Richard Kahn < (cont.)

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

## On Dec 14, 2017, at 2:49 PM, Richard Kahn < (cont.)

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

## On Dec 14, 2017, at 2:49 PM, Richard Kahn < (cont.)

On Dec 6, 2017, at 3:50 PM, Neale Attenborough <████████████████████████████████████>

wrote:

this week of early next.

Confirmed. We are circling up on your requests to Rachel =nd will revert late

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

<mailto

On Dec 4, 2017, at =:26 PM, Richard Kahn < 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..

## On Dec 14, 2017, at 2:49 PM, Richard Kahn < (cont.)

2 i think it =n everyones interest to try to close this year as the foreign, inbound =nd outbound become more complex in 2018.

we =an discuss economics.

3 if we can =et a call and you can suggest an interest rate on the tail payments

=aith and joels review.

4 we are =lose and would rely on your team to put together the documents for

5 millie is =till there :)

thank =ou

Richard =ahn

HBRK Associates =nc.

575 Lexington =venue 4th Floor

New York, NY =0022

## On Dec 14, 2017, at 2:49 PM, Richard Kahn < (cont.)