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<p><a name="_MailOriginal"><strong>From:</strong></a> James McCulloch &lt;james@harcourtinns.co.uk&gt;<br />
<strong>Sent:</strong> 13 August 2020 19:44<br />
<strong>To:</strong> John Soden &lt;soden.j@gmail.com&gt;<br />
<strong>Cc:</strong> Clive J Halperin &lt;cjhalperin@gscsolicitors.com&gt;; Rachel Rossiter &lt;rachel@harcourtinns.co.uk&gt;; Stephen Nurse &lt;nurse_stephen@hotmail.com&gt;; Steven Partridge &lt;sjpmhh@gmail.com&gt;; Stephen Phillips &lt;stephen.phillips@templebright.com&gt;; Alistair Higgins &lt;alistair.higgins@gmail.com&gt;; Nick Curtis &lt;n.curtis123@btinternet.com&gt;; Nick Stockdale &lt;nicholasstockdale@googlemail.com&gt;; David Smith &lt;parkhouse87@btinternet.com&gt;; Denis Shafranik &lt;denis@ermakgroup.com&gt;; Henry Harris &lt;henry@harcourtinns.co.uk&gt;<br />
<strong>Subject:</strong> Re: Harcourt Pubs</p>

<p>&nbsp;</p>

<p>Dear John,</p>

<p>Tomorrow doesn&rsquo;t work but I suggest Tues 18th at 10.30am as an alternative.&nbsp;</p>

<p>If that works then let&rsquo;s meet at George Club which has quiet and private areas - address is 87-88 Mount Street.</p>

<p>Can I assume it will be you and Nick Curtis as previously suggested?&nbsp;</p>

<p>Regards</p>

<p>James&nbsp;</p>

<p>&nbsp;</p>

<p>Get <a href="https://aka.ms/o0ukef">Outlook for iOS</a></p>

<p>size=2 width=&quot;98%&quot; noshade style=&#39;color:black&#39; align=center&gt;</p>

<p><strong>From:</strong> John Soden &lt;<a href="mailto:soden.j@gmail.com">soden.j@gmail.com</a>&gt;<br />
<strong>Sent:</strong> Thursday, August 13, 2020 5:47 pm<br />
<strong>To:</strong> James McCulloch<br />
<strong>Cc:</strong> Clive J Halperin; Rachel Rossiter; Stephen Nurse; Steven Partridge; Stephen Phillips; Alistair Higgins; Nick Curtis; Nick Stockdale; David Smith; Denis Shafranik; Henry Harris<br />
<strong>Subject:</strong> Re: Harcourt Pubs</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p>Dear James,</p>

<p>Thank you for your email. We will respond tomorrow.</p>

<p>&nbsp;</p>

<p>We are pleased you have sought legal advice and put you on notice that we expect this to be to your account and not charged to the pubs.&nbsp;</p>

<p>&nbsp;</p>

<p>In the meantime we have made it clear we wish to meet without any further delay to discuss all the pubs and would suggest 10am tomorrow morning. We have repeatedly stressed the financial position of the pubs is critical and gets worse with each passing day.</p>

<p>Please confirm that you are available to meet.</p>

<p>Sent from my iPad</p>

<p><br />
&nbsp;</p>

<p>On 13 Aug 2020, at 16:52, James McCulloch &lt;<a href="mailto:james@harcourtinns.co.uk">james@harcourtinns.co.uk</a>&gt; wrote:</p>

<p>﻿</p>

<p>Dear John,</p>

<p>&nbsp;</p>

<p>I write further to your emails of 11 August.</p>

<p>&nbsp;</p>

<p>Firstly, as I wrote on 11 August, I will get back to you next week once I have fully considered your email. I note that you have chosen not to address the point that I made to you regarding the defamatory and misleading comments you have already made. I would urge you to ensure that should you choose to communicate with other shareholders or any other third parties you ensure that you do not make any defamatory or untrue statements. You should consider taking advice as to the consequences of seeking other shareholders to make decisions based on incorrect information.</p>

<p>&nbsp;</p>

<p>One of the key points that I think it is very important to stress is the issue of the management agreements. You suggest some kind of impropriety but the key commercial terms of the management agreements (including their duration) were contained in the prospectuses and shareholder approval was sought and obtained under the advice of a reputable law firm who managed this process. To suggest that either these agreements are not valid or somehow were entered into without disclosure is without any basis whatsoever. I mention this so that you understand that while you may be dissatisfied by your investment, it is simply not the case as you seek to allege that this is down to any misconduct on my part. There have also been previous discussions and conversations with shareholders regarding the management agreements and the issue of management fees has been transparent.</p>

<p>&nbsp;</p>

<p>There is no basis to terminate the management agreements and they will continue to apply, whether I am a director or not.</p>

<p>&nbsp;</p>

<p>Your letter also contains many fundamental misunderstandings including the bases on which valuations of businesses and properties in this sector are made. That I have not chosen to address them in this email does not mean that I accept any of the allegations and reserve the right to do so.</p>

<p>&nbsp;</p>

<p>In terms of re-opening the pubs we have plans in place for this to happen. While you - a small number of the shareholders - have stated to me that you do not want this to happen, this is a decision for the board of directors and not the shareholders and we are keeping this under review. While you are not required or entitled to have any say in the management of the companies, the only suggestion you have put forward is for the contract with Harcourt Investments to be terminated and you seem unwilling to discuss anything other than that. I hope I have made it clear both previously and from the above that these Contracts are legally enforceable and so these are not constructive suggestions.</p>

<p>&nbsp;</p>

<p>Therefore if you want to meet, which I am happy to do, it needs to be to discuss something other than the Contracts with Harcourt Investments.</p>

<p>&nbsp;</p>

<p>As previously mentioned, I am also trying to secure alternative backing to buy out some of the locations, particularly given your view that they should not reopen (although I reiterate that any decision to open or not is that of the board of directors&rsquo;). I am sure you understand that this is extremely difficult in the current environment but I hope to be able to present something in the next few days.</p>

<p>&nbsp;</p>

<p>I am more than happy to discuss any of the above and given the tone of your correspondence I have copied my solicitor on this e-mail.</p>

<p>&nbsp;</p>

<p>Regards,</p>

<p>&nbsp;</p>

<p>James McCulloch</p>

<p>Managing Director</p>

<p>Harcourt Inns</p>

<p>Tel: 07904910301</p>

<p><a href="mailto:james@harcourtinns.co.uk">Email: james@harcourtinns.co.uk</a></p>

<p>Post: 139 Ladbroke Grove, Notting Hill, London W10 6HJ</p>

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