To: MEM= Cc: [email protected][[email protected]] From: Miriam Blemur Sent Mon 11/11/2013 9:59:25 PM Subject RE: Barry, I would like to agree to Dan taking his new role. However I think it not in the company's interest. I also disagree with Gersten taking a job as COO. I appreciate the fact that we are done with each other and would propose the following: I sell you my stock, I resign effective immediately, we exchange mutual releases that are end of the world releases, including getting rid of the non-disparagement and confidentiality covenants, not necessary as they are part of release, only gives each other standing. We both go our merry ways. Howard W. Muchnick Muchnick, Golieb & Golieb, P.C. Attorneys at Law 200 Park Avenue South Suite 1700 Ncw York. New York 10003 Facsimile: IRS Circular 230 Disclosure: To comply with certain U.S. Treasury regulations, we inform you that, unless expressly stated otherwise, any U.S. federal tax advice contained in this communication, including attachments, was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties that may be imposed on such taxpayer by the Internal Revenue Service. In addition, if any such tax advice is used or referred to by other parties in promoting, marketing or recommending any partnership or other entity, investment plan or arrangement, then (i) the advice should be construed as written in connection with the promotion or marketing by others of the transaction(s) or matters) addressed in this communication and (ii) the taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. This transmittal is intended only for the use of the individual or entity to which it is addressed and may contain information that is privileged, confidential and exempt from disclosure under applicable law. If the reader of this transmittal is not the intended recipient or the empl