EFiled:Feb10201307:25PMEST TransactionID49424102 CaseNo.

8270VCG

Exhibits 38 - 49

EXHIBIT 38

On 7/20/12 1:22 PM, "Gary Silversmith" <gsilversmith@aol.com> wrote: >As you know, a while ago Sergio and I submitted to you drafts of the >requested plans. >These were, as you expected, "barebones". > >I look forward to receiving your edits. > >At closing i indicated that the one insurance policy that we would not >get expeditiously to satsify the Tranche B distribution was Fine Arts, >because that requires appraisals of the furniture. Anyway, that remains >the issue, since i am waiting for the valuations so we can finalize the >Fine Arts policy. But, the Fine Arts policy will be issued as soon as >we have the valuations, and, as you have seen in the previous email >traffic, we finally bound the rest of the required insurance. > >(I still have Willis and Meltzer getting (i) more affordable P&I at >the higher limits of $42 MM and $50 MM--although that isn't in the loan >docs; and (ii) increasing the hull coverage from $5 MM to $6.5 >MM--although that is not required until November). > >I have made good faith efforts to satisfy the conditions for the >Tranche B distribution. Even if you made such distribution immediately >(including the remainder of Tranche A), my focus will remain the >aforesaid insurance, finalization of the restoration, maintenance and >management plans, new accounting systems, new marketing and web >presence, and better controls and systems. > > >Thanks. >Gary
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MANAGEMENT AGREEMENT U.S.S. SEQUOIA PRESIDENTIAL YACHT This Management Agreement (Agreement) is hereby entered into between The Sequoia Presidential Yacht Group, LLC, a Delaware LLC (Owner), the owner of the U.S.S. Sequoia Presidential Yacht, Coast Guard Number 225115 (Sequoia), and P&L Investments, LLC, an LLC, headquartered at 1001 Connecticut Avenue, N.W., Suite 405, Washington, D.C. (Manager), as of the date hereof, July 1, 2012. 1. Delegation of Duties. Owner hereby agrees to delegate management, maintenance and rental responsibilities to Manager for the term of this Agreement. Manager agrees to perform these duties with professionalism, integrity and expertise. 2. Managers Responsibility. Manager is responsible for maintaining the Sequoia in a Fit for Purpose condition at all times. Manager shall ensure that the vessel is maintained in a fit for purpose condition at all times and is compliant with all applicable maritime and marine protection rules, applicable sections of the any maritime transport law, any Ship registration law, and any health or safety laws. Manager shall always ensure that the Sequoia is Coast Guard certified. When the Coast Guard issues an 835 order for repair, the Manager shall ensure that any such repair shall be performed within the guidelines and timetable requested by the Coast Guard. Manager shall ensure that the Sequoia is in possession of a valid Coast Guard inspection certificate, or its equivalent and it shall be displayed in accordance with rules and regulations. Manager shall prepare yearly budgets, Maintenance Plans and Restoration Plans, which shall be presented to the Owner for their advice and consent. Manager shall endeavor to comply with those budgets and plans, and the Manager shall advise the Owner if and when it determines that there will be a variance. When the Sequoia undergoes any modifications or major repairs, the Owners consent to such work shall be required. Manager shall ensure that the Sequoia is always staffed by competent and professional staff, including a licensed Captain and an experienced First Mate. The Sequoia staff shall be of the standards and caliber expected by guests to the vessel.

3. Owners Responsibility. Owner shall work closely with the Manager to ensure that the vessel is maintained in a fit for purpose condition at all times and is compliant with all applicable maritime and marine protection rules.

Owner shall ensure that the Manager has sufficient and adequate working capital and reserves to pay for needed and necessary repairs and maintenance, as delineated in writing by the Manager. Owner shall pay the Manager promptly, as set forth below. 4. Designated Person The Owner and Manager each hereby designate Gary Silversmith as the Designated Person for complying with their responsibilities under this Agreement. The contact information for Gary Silversmith is: Gary.Silversmith@gmail.com; 202 487 8777; 1001 Connecticut Avenue, N.W., #405, Washington, D.C. 20036. The Designated Person can be changed at any time, for any reason, by either the Owner or the Manager. The Designated Person is responsible for providing management over the entity, and ensuring that its duties and responsibilities are reasonably performed. In particular, the Designated Person shall ensure that the Sequoia is fit for its intended service and intended operating limits, and that it complies with all applicable maritime safety rules.

5. Compensation. The Owner and Manager have agreed that, as of the date hereof, July 1, 2012, the Manager shall not receive any compensation for its work pursuant to this Agreement. However, the parties hereto may in the future mutually decide pay the Manager a fair and reasonable compensation. 6. Term This Agreement shall be for a term of five years, from July 1, 2012 to July 1, 2017. Thereafter, this Agreement shall be automatically renewed for annual one year terms, unless either party elects to terminate this agreement upon thirty (30) days notice. The Owner may terminate this Agreement at any time, upon thirty (30) days notice, in the event the Manager is not performing its duties as required herein. If and when any third party purchases one hundred percent (100%) of the Sequoia from the Owner, then the Owner has the right to terminate this Agreement upon thirty days (30) days notice.

IN WITNESS HEREOF, the parties hereto hereby agree to the aforementioned terms.

OWNER The Sequoia Presidential Yacht Group, LLC

WITNESS

___________________________ Gary Silversmith MANAGER P&L Investments, LLC

_______________________

WITNESS

___________________________ Gary Silversmith

_______________________

EXHIBIT 39

FE PARTNERS, LLC 1250 24th Street, NW Suite 300 Washington, DC 20037 August 14, 2012 VIA MAIL AND EMAIL The Sequoia Presidential Yacht Group, LLC 1001 Connecticut Ave., NW, #405, Washington, DC 20036 Attention: Mr. Gary Silversmith E-mail: gary.silversmith@gmail.com Gary Silversmith 6610 Radnor Road Bethesda MD 20817 E-mail: gary.silversmith@gmail.com Re: NOTICES OF DEFAULT

Dear Gary: This is a notice that an additional default has occurred under the Amended and Restated Term Loan Agreement, dated as of July 3, 2012, by and between The Sequoia Presidential Yacht Group, LLC (TSPYG) and FE Partners, LLC (the Loan Agreement), and the related First Preferred Ship Mortgage, dated as of July 3, 2012, by and between TSPYG and FE Partners (the Mortgage). In particular, by failing to pay amounts due and owing to Brown & Brown Insurance in respect of the various policies of insurance covering the U.S.S. Sequoia (the Vessel), with the result that (i) the primary Hull/P&I, Vessel Pollution excess P&I coverage expired without renewal effective August 11, 2012 (though we understand that Brown & Brown was able to maintain coverage through today) and (ii) the balance of the required coverage was threatened with cancellation effective as of today. This constitutes a breach of the provisions of Section 2.8 of the Mortgage and Sections 5.2 and 5.5 of the Loan Agreement, among other provisions. Additionally, we understand that Gangplank Marina had directed that the Vessel be moved from their marina today unless a certificate of insurance was provided no later than today, which certificate Brown & Brown was unable to provide because of the insurance lapse and pending cancellations. Your failure to notify us of the impending removal of the Vessel constitutes a breach of the provisions of Section 2.14 of the Mortgage, and your failure to comply with the provisions of the Gangplank lease constitutes a breach of the provisions of Section 5.5 of the Loan Agreement. We understand from your email to Brown & Brown of this morning, on which you copied us, that that sent Brown & Brown a P&L Investments check in the amount of $10,730.98 in payment of the down payment and initial premiums due for such insurance under a premium finance agreement with Premium Assignment Corporation, in an attempt to continue the coverage in force. We note, however, that such check was dated 8/18/12, so even if it was written for good funds, payment using it would

The Sequoia Presidential Yacht Group, LLC Mr. Gary Silversmith August 14, 2012 Page 2 leave the Vessel without insurance for at least one-week. Consequently, because of the non-renewal and contemplated cancellation, and the resultant potentially catastrophic consequences of your failure to obtain and maintain the required coverages, we have today arranged with Brown & Brown to wire transfer them the amount of $107,492.74, which they told us was the amount required to pay the premiums for all required insurance for the next year. Moreover, not only did you not notify us of the non-renewal and threatened cancellations, it is our understanding that you instructed members of Brown & Brown Insurance to intentionally withhold from us information concerning the extant and threatened cancellations. Your failure to notify us of the nonrenewal and threatened cancellations constitutes a breach of the provisions of Section 5.4 of the Loan Agreement. And, we are greatly disturbed to find that not only do you continue to engage in a pattern of intentionally withholding information from us, but also that you again have and attempted to enlist others with knowledge of such information in a scheme to deceive us. Finally, we note that you apparently contemplated financing payment of the insurance under a premium finance agreement with Premium Assignment Corporation. While our payment of the required premiums has obviated the need for such arrangement, we note that this is the first we heard of the arrangement and further note that, had you consummated the premium finance agreement it would be a breach of the provisions of Section 5.9 of the Loan Agreement. This letter confirms that FE Partners has not waived any of the Defaults noticed in any prior Notices of Default or in this Notice, and FE Partners expressly reserves all of its rights, powers, privileges and remedies under the Loan Agreement, the Mortgage and the other loan documents, applicable law or otherwise with respect to any Default now existing or hereafter arising under any thereof, including without limitation (i) the right to demand immediate payment in full of all obligations owing under the Loan Agreement, the Mortgage and the other loan documents, and (ii) the right to repossess and take other action with respect to any or all collateral, including the liquidation thereof pursuant to the security interest granted under the Mortgage and the other loan documents. The failure of FE Partners to exercise any such rights, powers, privileges and remedies is not intended, and shall not be construed, to be a waiver of any such Default. FE Partners may elect to exercise any or all of its rights, at its sole option, at any time hereafter, without the necessity of any further notice, demand or other action on its part. Nothing contained in this letter nor any delay by FE Partners in exercising any rights, powers, privileges and remedies under the Loan Agreement, any other loan document or applicable law with respect to the any Default now existing or hereafter arising shall be construed as a waiver or modification of any of such rights, powers, privileges and remedies. This letter is not, and shall not be deemed to be, a waiver of, or a consent to, any default, noncompliance or Default now existing or hereafter arising under the Mortgage, the Loan Agreement or any other loan document. This letter shall not entitle TSPYG to any other or further notice or demand.

The Sequoia Presidential Yacht Group, LLC Mr. Gary Silversmith August 14, 2012 Page 2

Sincerely yours, FE Partners, LLC

By: ___________________________ Richard M. Graf, General Counsel cc: Anuj Timblo L. Michael Cantor

EXHIBIT 40

-----Original Message----From: gary silversmith [mailto:gary.silversmith@gmail.com] Sent: Thursday, July 26, 2012 11:21 AM To: Michael Cantor Cc: Richard Graf Subject: Re: Sequoia - Ownership and Operating Agreement i made the statement to the Court with the intention of simultaneously transferring the interest. when i did not transfer the interest, in order to rectify the mistake, i notified the plaintiff in the case, EnviroFinance. perhaps i should have filed a supplemental brief in the case rectifying the issue gary On 7/26/12, Michael Cantor <mcantor@equatorcapital.com> wrote: > Gary - So you committed a fraud on the court? > > Mike > From: gary.silversmith@gmail.com [mailto:gary.silversmith@gmail.com] > Sent: Thursday, July 26, 2012 10:29 AM > To: Michael Cantor > Cc: Richard Graf > Subject: Re: Sequoia - Ownership and Operating Agreement > > As I indicated previously, I contemplated transferring 75 percent of > Sequoia to my family members, and had told EnviroFinance that I was to > have only 25 percent. I prepared papers I do this, and then decided I > should not involve the family . I then notified EnviroFinance that I > was keeping 100 percent > > So My representation regarding my ownership remains accurate and > truthful > > Gary >
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> Sent from my iPhone > > On Jul 26, 2012, at 10:15 AM, Michael Cantor > <mcantor@equatorcapital.com<mailto:mcantor@equatorcapital.com>> wrote: > Gary - It would appear that you are either intentionally misleading > my company (FE Partners LLC) or the DC Circuit Court with respect to > the ownership of the Sequoia. Neither is acceptable. > > > In the below e-mail you make the representations that "...I am now, > and have always been, the 100% owner of The Sequoia Presidential Yacht > Group, LLC... "I have never transferred, sold or assigned any interest > in TSPYC to any third party, including family members (except for the > de minimus interest transferred to FE Partners at our July 3, 2012 > loan closing.)" However, in the attached motion which you filed in DC > Superior Court you state that "... Defendant has only a 25% membership > interest in the Sequoia Presidential Yacht, LLC, ("Sequoia"), a > limited liability company organized and operating in the District of > Columbia [] Pursuant to the terms of a $2 Million bank mortgage loan > on the Sequoia, if a charging order is filed against Defendant's > interest in the Sequoia, then the Sequoia's $2 Million mortgage loan > with Industrial Bank will be declared in default, thereby affecting > both the equity interest of the 75% innocent owners and the financial viability of the collateral, a national historic landmark." > > > Mike > > ________________________________ > > -----Original Message----> From: gary silversmith > [mailto:gary.silversmith@gmail.com]<mailto:[mailto:gary.silversmith@gm > ail.com]> > Sent: Monday, July 23, 2012 7:05 PM > To: Michael Cantor > Cc: Richard Graf > Subject: Re: FW: Sequoia - Ownership and Operating Agreement > > > > I hereby certify and warrant, both individually and as the President > of The Sequoia Presidential Yacht Group, LLC ("TSPYC"), the owner of > the USS Sequoia Presidential Yacht (#225115) "(Sequoia"), the four > paragraphs specified below, that: > > The Sequoia Presidential Yacht Group, LLC > > 1. TSPYC is a Del LLC in good standing, and is the owner of the Sequoia. > > 2. The attached Operating Agreement, dated August 11, 2000, is the > ONLY Operating Agreement ever adopted by TSPYC.
2

> > 3. I am now, and have always been, the 100% owner of TSPYC. > > 4. I have never transferred, sold or assigned any interest in TSPYC to > any third party, including family members (except for the de minimus > interest transferred to FE Partners at our July 3, 2012 loan closing.) > > > > I apologize for the confusion. > > > > Best regards, > > > > Gary Silversmith > > ________________________________ > From: Michael Cantor > Sent: Monday, July 23, 2012 6:32 PM > To: gary.silversmith@gmail.com<mailto:gary.silversmith@gmail.com> > Cc: Richard Graf > Subject: FW: Sequoia - Ownership and Operating Agreement > > Gary - Unbelievably at this stage of the transaction, there still > seems to be some uncertainty regarding the identity of the Limited > Liability Company that Owns the Sequoia, the ownership of such Limited > Liability Company and the relevant Operating Agreement. > > We closed the transaction and made certain disbursements based upon > the understanding, and you had certified in the officer's certificate > at closing, that the form of the operating agreement dated August 11, > 2000, which contains your signature in a number of places, is the > agreement under which TSPYG is operating and has always operated. > Yet, in your below e-mail to me of 7/19/12, you attached a different > and an unsigned form of Operating Agreement and indicated that this > was TSPYG's form of Operating Agreement and that you had a signed copy > in your files. Furthermore, your office manager, Wanda, last Thursday > sent me a version of the latter agreement, also unsigned, that shows > you with a 20% interest, Perri (your wife) with a 60% interest and a Beth Silversmith with a 20% interest. > > In order to clarify and resolve these issues once and for all, I need > you to certify - with the understanding that this certification is > going to be deemed by you and us to be an additional representation > and warranty under the Amended Loan Agreement - that: > > 1. TSPYG is a Delaware Limited Liability Company and the owner > of the Sequoia (Hull No. 225115); > > 2. The Operating Agreement dated August 11, 2000, a copy of which
3

> is attached to this email, is the only operating agreement that has > ever been adopted by TSPYG; > > 3. You are now, and have always been, the holder of 100% of the > membership interests in TSPYG; and, > > 4. You have never transferred, sold or assigned any of the > membership interest in TSPYG to any members of your family or any 3rd > party and/or represented to any member of your family and/or any other > 3rd party that anyone else other than you holds or has ever held any > membership interest at all in TSPYG. > > With kind regards, > > Mike > ________________________________ > > -----Original Message----> From: gary silversmith > [mailto:gary.silversmith@gmail.com]<mailto:[mailto:gary.silversmith@gm > ail.com]> > Sent: Monday, July 23, 2012 9:48 AM > To: Michael Cantor > Cc: Richard Graf > Subject: Re: sequoia ownership > > > > Just as a point of clarification. > > During our last lunch, i mentioned that the three times i took a high > interest rate loan, i later regretted it---John Foster, Gina, and > EnviroFinance. I mentioned that EnviroFinance was a bad experience > because of their high interest rate and resulting litigation > (EnviroFinance President told me that they were owned by real estate > speculators, and they were lending only with the intent of getting control of the collateral). > Anyway, when they sued me to get control of the collateral (since it > was worth twice the loan amount), at that time i talked to my wife > about transfering 75% Sequoia ownership to the family, so that i would > own only 25%. During the litigation, I even had papers drawn up to > that effect, and i think i told EnviroFinance so--but i never signed them. > > > > In the end, i kept the 100%. Anyway, thats probably more than you want > to know, but I know you like all of the details. > > ________________________________ > > -----Original Message----> From: Michael Cantor > Sent: Friday, July 20, 2012 5:48 PM
4

> To: 'gary silversmith' > Cc: Richard Graf > Subject: RE: sequoia ownership > > > > Ok. Thanks for explanation > > ________________________________ > > -----Original Message----> From: gary silversmith > [mailto:gary.silversmith@gmail.com]<mailto:[mailto:gary.silversmith@gm > ail.com]> > Sent: Friday, July 20, 2012 3:49 PM > To: Michael Cantor > Subject: Re: sequoia ownership > > > > Prior to organizing the entity, I considered giving some of the equity > to my family members. But, before closing, i elected to keep everything myself. > > > > i have always owned 100%---until our recent loan closing, when i > transferred the de minimus equity to FE. > > > > The binder that Richard has, contains a copy of the original corporate > docs===which contain just my name. > > > > Gary > > ________________________________ > > On 7/20/12, > gary.silversmith@gmail.com<mailto:gary.silversmith@gmail.com> > <gary.silversmith@gmail.com<mailto:gary.silversmith@gmail.com>> wrote: > > > > Yes > > > > Sent from my iPhone > > ________________________________
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> > On Jul 20, 2012, at 10:41 AM, Michael Cantor > mcantor@equatorcapital.com<mailto:mcantor@equatorcapital.com> wrote: > > > > Gary - So just to confirm once again, you are and have always been > the only member? > > ________________________________ > > -----Original Message----> From: gary silversmith > [mailto:gary.silversmith@gmail.com]<mailto:[mailto:gary.silversmith@gm > ail.com]> > Sent: Thursday, July 19, 2012 7:25 PM > To: Michael Cantor > Cc: Wanda- Reed > Subject: Sequoia Operating Agreement > > > > Attached is a draft on my computer (for which i have a signed copy in > my files), where I am the only officer and shareholder. > > > > The previous version that you, Wanda, have----was a draft that i later > changed before I signed it. > > > > Thanks, > > Gary > > ________________________________ > From: Wanda Reed > [mailto:wandareed@hotmail.com]<mailto:[mailto:wandareed@hotmail.com]> > Sent: Thursday, July 19, 2012 6:19 PM > To: Michael Cantor > Subject: Sequoia Operating Agreement > > Hi Mr. Cantor, > > As I was searching my computer, I did run across an operating > agreement with Delaware as the governing state that had Perri's name > listed. I have attached the agreement for your perusal although it is not signed. > > All the best, > Wanda M. Reed > P&L Investments, LLC
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> 1001 Connecticut Avenue, N.W., Suite 405 Washington, D.C. 20036 > (202) 337-7300 > (202) 429-5290-fax > > Life's not about having the best of everything; it's about doing the > best with everything you have. > > > <ENVIROFINANCE Opposition motion.doc.pdf> >

EXHIBIT 41

EXHIBIT 42

FE PARTNERS, LLC

1250 24th Street, NW Suite 300 Washington, D C 20037

November 24,2012

VIA MAIL AND EMAIL

The Sequoia Presidential Yacht Group, LLC 1001 Connecticut Ave., NW, #405 Washington, DC 20036 Attention: Mr. Gary Silversmith E-mail: gary.silversmith@gmail.com Gary Silversmith 6610 Radnor Road Rethesda MD 20817 E-mail: gary.silversmith@gmail.com Dear Gary: In accordance with the provisions of Sections 1 of the Amended and Restated Option Agreement (the "Agreement"), dated as of July 3, 2012 by and between The Sequoia Presidential Yacht Group, LLC, ("Sequoia"), Gary Silversmith ("Silversmith"), and FE Partners, LLC ("FE Partners"), this will serve as notice that FE Partners is exercising the option granted pursuant to said Agreement to purchase all of Sequoia's interest in the Vessel (as such term is defined in the Agreement). Because TSPYG currently is in default and has been in default for over 30 days under various provisions of the Amended and Restated Term Loan Agreement, dated as of July 3,2012, by and between The Sequoia Presidential Yacht Group, LLC ('TSPYW and FE Partners, LLC (the "Loan Agreement"), and the related First Preferred Ship Mortgage, dated as of July 3, 2012, by and between TSPYG and F E Partners (the "Mortgage") as noted in our prior Notices of Default, this notice constitutes notice of a Default Exercise (as such term is defined in the Agreement) and the Purchase Price for the Vessel will be $7,800,000. This notice constitutes the Exercise Notice referenced in Section 4 of the Agreement. In accordance with the provisions of said Section 4, the closing for the purchase of the Vessel shall be held on December 1, 2013, unless FE Partners subsequently shall specify i l another date. We w l prepare the form of purchase agreement referenced in Section 5 of the Agreement and forward the same to you for pour review. Please contact me if you have any questions. Sincerely yours,

cc:

Anuj Timblo Richard Graf

EXHIBIT 43

Hamilton Square 600 Fourteenth Street, N.W. Washington, D.C. 20005-2004 202-220-1202 jacobsls@pepperlaw.com

INTERNAL REVENUE SERVICE RULES REQUIRE THAT WE ADVISE YOU THAT THE TAX ADVICE, IF ANY, CONTAINED IN THIS MEMORANDUM WAS NOT INTENDED OR WRITTEN TO BE USED BY YOU, AND CANNOT BE USED BY YOU, FOR THE PURPOSES OF (I) AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE OR (II) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR MATTER ADDRESSED HEREIN.

MEMORANDUM
TO: FROM: DATE: RE: Mike Cantor, FE Partners, LLC Lance Jacobs February 8, 2013 Sequoia Sales Tax

ISSUES: 1. Is the renting of a yacht for charter potentially subject to sales taxes in the District of Columbia? 2. Is the provision of food and beverage on a yacht for charter for an additional, separately stated fee, subject to sales taxes in the District of Columbia? CONCLUSIONS: 1. The renting of a yacht for charter is potentially subject to sales taxes in the District of Columbia. 2. The provision of food and beverage on a yacht for charter for an additional separately stated fee is potentially subject to sales taxes in the District of Columbia.

It is our understanding that the Sequoia Presidential Yacht Group, LLC (the Company), a Delaware limited liability company, owns the Sequoia, a finely-appointed, wooden, 1925 Trumpy-designed yacht with a large collection of presidential photographs and

February 8, 2013 Page 2 of 6 original memorabilia. The Sequoia is the former presidential yacht that served more than nine presidents until it was sold by the U.S. government during the late 1970s. According to its website (www.sequoiayacht.com), the Sequoia is available, on a limited basis, for private charters of up to 50 guests. The website lists several different cruise options on its website, some of which may leave District waters; on the other hand, it also lists the possibility that an entire event can occur dockside in the District, an option chosen by President Clinton, according to the website. Catering is offered in the yachts dining room, with sit-down and buffet options, and the website notes that, [t]he Sequoia also provides, for an additional fee, a bar with premium liquors. Sales Tax Overview D.C. Code Ann. 47-2001(n)(1) defines the terms retail sale or sale at retail as the sale in any quantity or quantities of any tangible personal property. D.C. Code Ann. 472002(a) imposes a sales tax on vendors for the privilege of selling at retail certain tangible personal property and for the privilege of selling certain selected services (defined as a retail sale and sale at retail). Taxability of Food and Beverage The definition of retail sale or sale at retail is explicitly defined to include sales of food or drink prepared for immediate consumption, per D.C. Code Ann. 472001(n)(1)(A). Food or drink prepared for immediate consumption includes food or drink in a heated state (except heated baked goods whose heated state is solely a result of baking); sandwiches suitable for immediate consumption; prepared salads; salad bars; party platters; cold drinks dispensed in or with a cup or glass either by a retailer or on a self-service basis by the consumer; frozen yogurt, ice cream, or ice milk sold in quantities of less than one pint; and all food or drink, served by, or sold in or by, restaurants, lunch counters, cafeterias, hotels, caterers, boarding houses, carryout shops or like places of business. D.C. Code 472001(g-1) (emphasis added). The definition of food or drink excludes alcoholic beverages, per D.C. Code 47-2001(g), but alcoholic beverages served for consumption on premises are nonetheless taxable. See D.C. Code Ann. 47-2002(a)(3)(B). Taxability of Charter The definition of retail sale includes lease transactions: [t]he sale or charges for possession or use of any article of tangible personal property granted under a lease or contract, regardless of the length of time of such lease or contract or whether such lease or contract is oral or written; in such event... such lease or contract shall be considered the sale of such article and the tax shall be computed and paid by the vendor upon the rental paid... D.C. Mun. Regs. tit., 9, 461.8 further provides, [w]hen tangible personal property, including such mobile equipment as motor vehicles, trailers, and contractor's equipment, is rented, the tax shall be payable for such rental period during which the property is within the boundaries of the District. Motor vehicles are defined as any vehicle propelled by an internal-combustion engine or by electricity or steam. While we do not have first-hand knowledge of how the Sequoia is powered, we note that an article published in Newsweek and reproduced on the Companys website references President Nixons habit of shutting the engines down at Mount

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February 8, 2013 Page 3 of 6 Vernon (the article can be found at http://www.sequoiayacht.com/newsweek_2012.pdf). It seems, then, that the Sequoia ought to be considered a motor vehicle for purposes of the statute. The rental of limousines, chartered buses, and other motor vehicles with drivers is subject to the tax when the control of the vehicle is exercised by the person to whom the vehicle is furnished, regardless of the method of charging for that use. D.C. Mun. Regs. tit. 9, 462.1. The regulations consider a person to have control of the vehicle when the person has the exclusive use of the vehicle for a given period of time; and the person has the right to direct the manner of the use of the vehicle, whether exercised or not, for that period. D.C. Mun. Regs. tit. 9, 462.2. There is no further guidance as to what constitutes the right to direct the manner of the use of the vehicle; we note that this right does not have to be an exclusive right, and it does not have to be full control of the vehicle; rather it has to be the ability to direct the vehicles manner of use, and this right does not have to be exercised. Based upon the language in the regulation, something as simple as asking the yachts captain to pull a little closer to shore so that the passengers can get a better view would suffice. It is conceivable that a carefully crafted contract could be structured so that the person chartering the boat has no right to direct the manner of the use of the vehicle; we would need to review the individual charter contracts to determine whether this applies. D.C. Mun. Regs. tit. 9, 462.3 notes that the rental of a limousine for sightseeing purposes is a taxable transaction; although passengers in a limousine might have more flexibility than the passengers on the Sequoia in choosing destinations and might have more ability to direct the manner of use of the limousine, it is somewhat analogous. D.C. Mun. Regs. tit. 9, 462.4(b) provides that regularly scheduled sightseeing trips over a fixed route are exempt from the sales tax. It is likely that the Sequoia does not qualify for this exemption; by the terms on its website it is only available on a limited basis rather than regularly scheduled trips. Additionally, the routes that the boat takes vary. In this sense, it is very different than the duck boat tours or other bus tours that operate regularly in the District and offer a variety of different routes for each bus. It seems unlikely that this exemption would apply. Of course, trains and planes departing from the District are almost definitionally destined outside the District. On the other hand, the Sequoias cruise originates and terminates in the District, which is an argument against the exemption applying in any case. Tax Rates The general sales tax rate is 6% per D.C. Code Ann. 47-2002(a), though there is a special 10% rate for food and drink served on the premises for immediate consumption (imposed in two parts by D.C. Code Ann. 47-2002(a)(3)(A) and D.C. Code Ann. 472002.02(3)(A)). Likewise, there is a special 11% rate for alcoholic beverages served on premises for immediate consumption (10% found in D.C. Code Ann. 47-2002(a)(3)(B) and 1% found in D.C. Code Ann. 47-2002.02(a)(3)(B)). The charter of the boat would presumptively be subject to the 6% sales tax rate. The calculation of the tax owed may vary depending on how the Sequoia operates and invoices its customers. Arguably, if the cost of the food, beverages and alcohol is included in a lump sum rate to charter the boat, the Sequoia could be deemed the consumer of these items -3-

February 8, 2013 Page 4 of 6 and would not have to collect tax on its ultimate resale as a part of the charter. In this case, the Company would pay the tax due to its vendors on its purchase of these items. The Company would still have to collect and remit the 6% sales tax for taxable charters, as the gross charge for the charter would still be a taxable activity. In the alternative, if the Company is separately invoicing customers, either on a line item basis or on a separate invoice basis, for food and beverage, it would likely be able to provide resale certificates to its vendors so it could purchase the food and beverage tax-free. It would then have to apply the higher food and beverage rates to these line items, while still collecting the 6% sales tax on the charter. Potential Exemption D.C. Code Ann. 47-2005(9) does contain an exemption for [s]ales of food or drink or beverages of any nature if made in any car composing a part of any train or in any aircraft or boat operating within the District in the course of commerce between the District and a state, which would certainly apply to, for example, a train leaving Union Station bound for New York. It may also apply to those cruises whereby the Sequoia leaves District of Columbia waters, though it appears that many of the cruises available do not leave the Districts waters; further, there is a dockside charter option. At best, this would exempt some, but certainly not all, of the Sequoias voyages. Statute of Limitations D.C. Code Ann. 47-4301(a) provides for a three year statute of limitations for the Office of Tax and Revenue to assess tax, which runs from the date that a return was filed. However, when no return is filed, the statute does not apply, and D.C. Code Ann. 474301(d)(1)(C) allows the Office of Tax and Revenue to assess at any time when no return is filed. Responsible Person Liability An officer or director of a corporation, general partner of a partnership, or similar principal of a business shall, in addition to other penalties provided by law, be liable for a penalty equal to the tax, including interest and penalties thereon, not collected or paid to the District, per D.C. Code Ann. 47-4491(a). Interest Interest accrues on underpaid tax at the rate of 10%, compounded daily, per D.C. Code Ann. 47-4201(d)(2). Civil Penalties There are a whole host of civil penalties that can apply to sales tax delinquencies. D.C. Code Ann. 47-2026(d) imposes a maximum civil fine of $50 per day for each day that a vendor who is required to be registered under the sales tax laws makes retail sales without being registered. A certification of the Mayor (through the Office of Tax and Revenue) is presumptive -4-

February 8, 2013 Page 5 of 6 evidence (in the context of civil fines and penalties) of noncompliance as to tax payment, filing a return, getting a registration certificate, or supplying information, per D.C. Code Ann. 47-2027. D.C. Code 47-4211(b)(1)(A) imposes a 20% penalty on an underpayment attributable to negligence. Negligence is defined in the statute as a failure to make a reasonable attempt to comply with the provisions of the tax laws. D.C. Code 47-4212(a) imposes a penalty of 75% on underpayments where instances of fraud are involved. Fraud is indicated when a taxpayer willfully fails to pay the sales tax, or attempts to evade or defeat the sales tax or its payment, per D.C. Code 47-4212(d). Either the negligence penalty or the fraud penalty applies, but not both. D.C. Code Ann. 47-4211(c). The law also imposes a penalty of 5% per month (or part of a month), not to exceed 25% in the aggregate, for a failure to file a return. D.C. Code Ann. 47-4213(a). Finally, D.C. Mun. Regs. tit. 9, 105.13 imposes a 10% penalty on taxpayers who are supposed to file electronically but fail to do so. Criminal Penalties D.C. Code Ann. 47-4101(a) makes a person who willfully attempts in any manner to evade or defeat the sales tax guilty of a felony if the tax evaded or attempted to be evaded exceeds $10,000, and subject to a fine of not more than $10,000 or 3 times the amount of the tax evaded or attempted to be evaded, whichever is greater, or imprisoned not more than 10 years, or both, together with the costs of prosecution. D.C. Code Ann. 47-4102(a) imposes an identical criminal penalty in situations where a person required to collect, account for, or pay over sales tax who willfully fails to collect or truthfully account for and pay over the tax. D.C. Code Ann. 47-4103(a) imposes a fine of $5,000 and a potential imprisonment of 180 days for a person who willfully fails to pay a tax, pay estimated tax, make a return, keep a records, or supply the information, at the time required by law or regulations. This crime is considered a misdemeanor. The statute of limitations on such crimes is six years, which runs from the latest of the following dates: the commission of the offense, the last action in furtherance of the offense, or the last action to conceal the offense. D.C. Code Ann. 47-4108. The construction provisions of the criminal portion of the tax statutes provides that a person shall be deemed to include an officer or employee of a corporation or a member or employee of a partnership or association, who as an officer, employee, or member, is under a duty to perform the act in respect to which the violation occurs, per D.C. Code Ann. 47-4109.

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The Sequoia Presidential Yacht Group LLC ("TSPYG"): Historic Sales Data Penalties and Interest (Criminal Penalties in Italics) %* 80% 15% 2.8% 89% 2001 150,000 120,000 18,000 4,125 127,875 10,065 2,013 7,549 2,516 1,007 30,195 30,195 2,684 10,065 3,355 1,342 40,260 40,260 4,362 16,356 5,452 2,181 65,423 65,423 5,897 22,113 7,371 2,948 88,453 88,453 6,324 23,713 7,904 3,162 94,854 94,854 6,143 23,036 7,679 3,071 92,143 92,143 5,962 22,358 7,453 2,981 89,433 89,433 4,997 18,738 6,246 2,498 74,950 74,950 1,967 7,376 2,459 983 29,505 29,505 4,695 17,607 5,869 2,348 70,427 70,427 4,027 15,100 5,033 2,013 60,399 60,399 2002 200,000 160,000 24,000 5,500 170,500 13,420 2003 325,000 260,000 39,000 8,938 277,063 21,808 2004 439,411 351,529 52,729 12,084 374,598 29,484 2005 471,205 376,964 56,545 12,958 401,702 31,618 2006 457,742 366,194 54,929 12,588 390,225 30,714 2007 444,279 355,423 53,313 12,218 378,748 29,811 2008 372,332 297,866 44,680 10,239 317,413 24,983 2009 146,570 117,256 17,588 4,031 124,951 9,835 2010 349,860 279,888 41,983 9,621 298,256 23,476 2011 300,047 240,038 36,006 8,251 255,790 20,133

2/8/2013

Total Revenue Events w/ Alcohol Sales Alcohol Sales Revenue Food Revenue Charter and Sales of other Tangible Personal Property Total Tax (alcohol at 11%, food at 10%, Rent at 6%) Failure to Register(1) Accuracy-related (2) Fraud penalty (3) Failure to file or pay tax(4) Failure to comply with EFT(5) Attempt to evade/defeat tax(6) Failure to collect or pay over(7) Failure to pay tax, make return, keep records or supply info(8)

2012 Total 410,120 4,066,566 328,096 3,253,253 49,214 487,988 11,278 111,831 349,627 3,466,747 27,519 272,867 219,000 5,504 54,573 20,639 204,650 6,880 68,217 2,752 27,287 82,557 818,600 82,557 818,600 5,000 2,284,143 2,434,219

Total (if accuracy related penalty applies) - Principal and Penalties Total (if fraud penalty applies) - Principal and Penalties 23,346 26,890 37,463 43,027 38,741 31,131 24,504 16,204 4,836 8,212 4,457 2,894

Interest (to be compounded daily)(9)

261,705 2,545,847 2,695,924

Grand Total (accuracy related penalty) Grand Total (fraud related penalty)

Percentage Estimates based on conversations with TSPYG staff

** Estimate of ramp-up during early years (TSPYG has not provided this information)

*** Estimated as Average of 2005 and 2007 Sales (TSPYG has not provided this information)

(1) Failure to register - up to $50 per day for persons engaged in the business of making taxable sales without registration certificate (D.C. Code 27-2026(d) - calculated on yearly basis for 2001-2012 in gross

(2) - Accuracy related penalty is 20% of the portion of an underpayment attributable to negligence. DC Code 47-4211(b).

(3) - Fraud penalty (either the accuracy or the fraud penalty applies, not both per D.C. Code 47-4211c(1). Fraud penalty is 75% of underpayment attrib to fraud per DC Code 47-4212(d).

(4) - Failure to file a tax return by due date is 5% per month, up to 25% in the aggregate, per D.C. Code 47-4213(a)(2).

(5) - If required to pay by EFT and fails to enroll, file, and make payment is liable for a 10% penalty. (D.C. Mun. Regs. 9-105.13)

(6) - A person who willfully attempts to evade or defeat the tax or its payment is guilty of a felony if the tax exceeds $10,000. Punishable by 10 years in prison or greater of $10K or 3x tax (D.C. Code $47-4101(a))

(7) - Similar to the attempt to evade or defeat tax. Applies in addition to other penalties. D.C. Code 47-4102(a))

(8) - Punishable by $5,000 fine or 180 days in prison for willful failure to pay the tax, estimated tax, make a return, keep records, or supply information per D.C. Code 47-4103(a).

(9) - Interest rate is on principal (only on penalties after notice and demand, if not paid within 21 calendar days after notice and demand) at rate of 10%. D.C. Code 47-4201.

EXHIBIT 44

Hamilton Square 600 Fourteenth Street, N.W. Washington, D.C. 20005-2004 202-220-1202 jacobsls@pepperlaw.com

INTERNAL REVENUE SERVICE RULES REQUIRE THAT WE ADVISE YOU THAT THE TAX ADVICE, IF ANY, CONTAINED IN THIS MEMORANDUM WAS NOT INTENDED OR WRITTEN TO BE USED BY YOU, AND CANNOT BE USED BY YOU, FOR THE PURPOSES OF (I) AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE OR (II) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY TRANSACTION OR MATTER ADDRESSED HEREIN.

MEMORANDUM
TO: FROM: DATE: SUBJECT: Mike Cantor, FE Partners, LLC Lance S. Jacobs February 8, 2013 Property Tax

ISSUES: 1. Is a yacht subject to the District of Columbias personal property taxes? CONCLUSIONS: 1. A yacht, absent an applicable exemption, is subject to the District of Columbias personal property taxes. FACTS: It is our understanding that the Sequoia Presidential Yacht Group, LLC (the Company), a Delaware limited liability company, owns the Sequoia, a finely-appointed, wooden, 1925 Trumpy-designed yacht with a large collection of presidential photographs and original memorabilia. The Sequoia is the former presidential yacht that served more than nine presidents until it was sold by the U.S. government during the late 1970s. According to its website (www.sequoiayacht.com), the Sequoia is available, on a limited basis, for private charters of up to 50 guests. The website lists several different cruise options on its website, some of which may leave District waters; on the other hand, it also lists the possibility that an entire

February 8, 2013 Page 2 of 4 event can occur dockside in the District, an option chosen by President Clinton, according to the website. Catering is offered in the yachts dining room, with sit-down and buffet options, and the website notes that, [t]he Sequoia also provides, for an additional fee, a bar with premium liquors. DISCUSSION: D.C. Code Ann. 47-1522(a) imposes a personal property tax on tangible personal property used in a trade or business. The rate of tax is $3.40 per $100 of value. D.C. Code Ann. 47-1522(e) requires such persons owning tangible personal property having a taxable situs in the District on July 1st of such tax year to file a property tax return and remit the tax to the District. The Sequoia, assuming it is docked on July 1st in the District, would acquire such a tax situs, per D.C. Mun. Regs. tit. 9, 700.3(i), and the Company would therefore be responsible for filing personal property tax returns and remitting the tax to the District. D.C. Code Ann. 47-1523(a) requires the full and true value and the current value of tangible personal property, including taxable leasehold improvements, to be reported on the property tax return. The full and true value shall be the original costs of the tangible personal property in an arms-length transaction. Id. The tax return is due by August 1st each year, and the tax computed on the return is required to be paid by that time, though extensions may be requested in writing before this deadline. D.C. Code Ann. 47-1524(b). D.C. Mun. Regs. tit. 9, 708 provides the depreciation guidelines for tangible personal property for purposes of reporting it on the personal property tax return. Two particular categories of property are of interest for the Sequoia. According to the regulation, watercrafts and floating equipment, including boats, are considered Category B property and are given a 15 year useful life, or a depreciation allowance of 6.67% per annum. On the other hand, antiques, since they are considered to appreciate in value, are subject to classification under Category F and no depreciation is allowed. There is no detailed explanation of what qualifies as an antique in the District. It is worth noting that under Louisianas property tax laws, antique airplanes are those considered to be manufactured 25 years or more ago. La. Admin. Code tit. 61, V:1501(2). Likewise, Mississippi uses the 25 year threshold as well in classifying slot machines as antique. Miss. Code Ann. 27-27-12(2). Va. Code Ann. 46.2-100 considers automobiles and trailers to be antiques if they were manufactured more than 25 years ago. This concept is consistent with the dictionary definition of antique, which reads, in pertinent part, a manufactured productfrom an earlier period. Merriam-Websters Collegiate Dictionary 52 (10th ed.) In light of this, it is likely that the Sequoia would be considered an antique under the Districts law and assessed at 100% of its original cost without a depreciation allowance. There are limited exemptions for personal property taxes in the District, none of which appear to apply to the Sequoia or the Company.

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February 8, 2013 Page 3 of 4 Interest Interest accrues on underpaid tax at the rate of 10%, compounded daily, per D.C. Code Ann. 47-4201(d)(2). Civil Penalties There are a whole host of civil penalties that can apply to personal property tax delinquencies. D.C. Code 47-4211(b)(1)(A) imposes a 20% penalty on an underpayment attributable to negligence or a substantial valuation misstatement. Negligence is defined in the statute as a failure to make a reasonable attempt to comply with the provisions of the tax laws. D.C. Code 47-4212(a) imposes a penalty of 75% on underpayments where instances of fraud are involved. Fraud is indicated when a taxpayer willfully fails to pay the property tax, or attempts to evade or defeat the property tax or its payment, per D.C. Code 47-4212(d). Either the negligence penalty or the fraud penalty applies, but not both. D.C. Code Ann. 47-4211(c). The law also imposes a penalty of 5% per month (or part of a month), not to exceed 25% in the aggregate, for a failure to file a return. D.C. Code Ann. 47-4213(a). Criminal Penalties D.C. Code Ann. 47-4101(a) makes a person who willfully attempts in any manner to evade or defeat the personal property tax guilty of a felony if the tax evaded or attempted to be evaded exceeds $10,000, and subject to a fine of not more than $10,000 or 3 times the amount of the tax evaded or attempted to be evaded, whichever is greater, or imprisoned not more than 10 years, or both, together with the costs of prosecution. D.C. Code Ann. 47-4102(a) imposes an identical criminal penalty in situations where a person required to collect, account for, or pay over the personal property tax who willfully fails to collect or truthfully account for and pay over the tax. D.C. Code Ann. 47-4103(a) imposes a fine of $5,000 and a potential imprisonment of 180 days for a person who willfully fails to pay a tax, pay estimated tax, make a return, keep a records, or supply the information, at the time required by law or regulations. This crime is considered a misdemeanor. The statute of limitations on such crimes is six years, which runs from the latest of the following dates: the commission of the offense, the last action in furtherance of the offense, or the last action to conceal the offense. D.C. Code Ann. 47-4108. The construction provisions of the criminal portion of the tax statutes provides that a person shall be deemed to include an officer or employee of a corporation or a member or employee of a partnership or association, who as an officer, employee, or member, is under a duty to perform the act in respect to which the violation occurs, per D.C. Code Ann. 47-4109.

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Sequoia Presidential Yacht Property Tax Valuation

Year 2001 Class A Property Valuation (15 Year Life) 2,000,000 $ Class F Property (Antique) (No Deprec) $ 2,000,000 Tax $ 68,000 Accuracy Related Penalty $ 13,600 Gross Valuation Misstatement Penalty (1) $ 27,200 Fraud Penalty $ 51,000 Failure to File Return or Pay Tax $ 17,000 Attempt to Evade or Defeat Tax $ 204,000 Failure to Collect or pay over tax $ 204,000 Failure to pay tax, make return, keep records, or supply information. $ $ $ $ $ $ $ $ 816,000 163,200 326,400 612,000 204,000 2,448,000 2,448,000 5,000

2002 $ 1,866,667 $ 2,000,000 $ 68,000 $ 13,600 $ 27,200 $ 51,000 $ 17,000 $ 204,000 $ 204,000

2003 $ 1,733,333 $ 2,000,000 $ 68,000 $ 13,600 $ 27,200 $ 51,000 $ 17,000 $ 204,000 $ 204,000

2004 $ 1,600,000 $ 2,000,000 $ 68,000 $ 13,600 $ 27,200 $ 51,000 $ 17,000 $ 204,000 $ 204,000

2005 $ 1,466,667 $ 2,000,000 $ 68,000 $ 13,600 $ 27,200 $ 51,000 $ 17,000 $ 204,000 $ 204,000

2006 $ 1,333,333 $ 2,000,000 $ 68,000 $ 13,600 $ 27,200 $ 51,000 $ 17,000 $ 204,000 $ 204,000

2007 $ 1,200,000 $ 2,000,000 $ 68,000 $ 13,600 $ 27,200 $ 51,000 $ 17,000 $ 204,000 $ 204,000

2008 $ 1,066,667 $ 2,000,000 $ 68,000 $ 13,600 $ 27,200 $ 51,000 $ 17,000 $ 204,000 $ 204,000

2009 $ 933,333 $ 2,000,000 $ 68,000 $ 13,600 $ 27,200 $ 51,000 $ 17,000 $ 204,000 $ 204,000

2010 $ 800,000 $ 2,000,000 $ 68,000 $ 13,600 $ 27,200 $ 51,000 $ 17,000 $ 204,000 $ 204,000

2011 $ 666,667 $ 2,000,000 $ 68,000 $ 13,600 $ 27,200 $ 51,000 $ 17,000 $ 204,000 $ 204,000

2012 $ 533,333 $ 2,000,000 $ 68,000 $ 13,600 $ 27,200 $ 51,000 $ 17,000 $ 204,000 $ 204,000

Total

Grand Total Principal and Interest (Acc and Gross Valuation Misstatement) Grand Total (Fraud) $ $ 6,410,600 6,533,000

Interest $

2001 157,730 $

2002 136,252 $

2003 116,817 $

2004 99,232 $

2005 83,320 $

2006 68,922 $

2007 55,894 $

2008 44,105 $

2009 33,438 $

2010 23,787 $

2011 15,053 $

2012 7,151 $

841,701

TOGGLE 1 if considered Class A, 0 if Class F 0

Summary of Tax, Penalties and Interest Due: Tax Civil Penalties Criminal Penalties Interest Grand Total

$ 816,000 $ 1,305,600 $ 4,901,000 $ 841,701 $ 7,864,301

Property Valuation 15 Year Life Annual Depreciation

$ $

2,000,000 133,333

Notes 1 - Gross valuation misstatement penalty (40%) reporting on any tax return of the value of property that is less than or equal ot 25% of the amount determined to be correct valuation (47-4211(b)(2)) 2 - Accuracy and Gross Valuation Misstatement applies, then Fraud doesn't, and vice versa

EXHIBIT 45

U.S.S. Sequoia Rental Information

Page 1 of 2

Official Web Site

Home | About | Rental | Photos | Recent Events | History | Rental Request| Contact | Merchandise

Rental Information
Additional information >> Pictures of Sequoia's facilities >> Location Availability The Sequoia is docked at the Gangplank Marina, This Coast Guard-certified, fully restored, at 6th & Maine Avenue, S.W., Washington, D.C., national historic landmark is available, for a approximately one mile south of the Capitol limited time, for exclusive charters in the building. It is located at the end of the Washington, D.C. area. Information is available commercial dock, next to the Odyssey cruise at this web site. In order to ascertain availability, boat dock, and one block from both Phillips call 202-333.0011, or fax 202.429.5290 or erestaurant and Arena Stage Theater. mail us. (Charters are coordinated with any Presidential usage). Directions >>> Rental Request

Rental Pricing Contact us for an event of up to four hours. Additional time entails an extra charge. (Crew gratuities are left to your discretion). Rental Request

Dining The original mahogany dining room table can accommodate up to 22 (as it did for JFKs last birthday) for an elegant sit-down meal. An extra table can be placed in the aft salon to accommodate another six diners (as it did for a Vice President Cheney dinner cruise). The yacht accommodates 49 easily for a buffet (as it did for Soviet Premier Gorbachev's brunch cruise). Food & Drinks

Rooms

Luxurious main salon/dining room (where 10 For food, the Sequoia works with all reputable Presidents dined, and where FDR and Churchill catering companies and restaurants, and the planned D-day), comfortable aft salon (where Sequoia staff is pleased to make recommendations. The yacht has a full kitchen Presidents relaxed after dining), rear deck below deck, plus a portal kitchen. The Sequoia (where FDR and Hoover fished, and where Nixon decided to resign), spacious top deck also provides, for an additional fee, a bar with (where most guests congregate during pleasant premium liquors. For questions, call Lynn Klein at 301.237.4003. weather, and where Nixon and Brezhnev negotiated the first arms control treaty), and four renovated staterooms (including the luxurious Presidential suite) which sleep a total of six.

Additional information >> Photos of Sequoia's facilities >> Sample of Rental Options Dockside greeting for 30-60 minutes. Cruise for a 2-hour brunch on the Potomac River. (Trip chosen by Mikhail Gorbachev.) Dockside cocktails for 30-60 minutes. Cruise for 1-3 hours on the Potomac River. (Trip chosen by Board of Directors of Museum of American History). Cruise to Mt. Vernon, and arrive at sundown. Take a 1 hour private candlelight tour of George Washingtons house ($30/p), and cruise back. (Trip chosen by Boy Scouts of America Board.) NOTE: This option may be subject to additional charges, because it may require use of the yacht beyond four hours Cruise 30 minutes to Old Town Alexandria, and guests leave. New guests board for remaining cruise. (Trip chosen by Mayor of Washington, D.C. and Secretary of the Treasury) Dockside for entire event, thereby allowing guests to arrive or depart at will. (Trip chosen by President Clinton) Cruise for 2 hours on the Anacostia and Potomac Rivers, with a formal sit-down dinner. (Trip taken by Vice President Cheney and Alan Greenspan) Additional information >>

http://sequoiayacht.com/rentalinformation.htm

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U.S.S. Sequoia Rental Information

Page 2 of 2

Photos of Sequoia's facilities >> Sequoia Presidential Yacht Group 2013 All rights reserved Home | About us | Distinguished Visitors | Policy | Video | Directions | Contact | Merchandise

http://sequoiayacht.com/rentalinformation.htm

2/8/2013

EXHIBIT 46

Page 13 of 19

Online Deal Over 1000 bought

USS "Sequoia" Presidential Yacht Gangplank Marina

Two-Hour Presidential Yacht Cruise. 15 Options Available.
from$99 No Longer Available Tue Aug 16 03:59:59 UTC 2011 Value $250 Discount 60% You Save $151 Buy it for a friend!

This deal ended at: 11:59PM EDT 08/15/2011

http://www.groupon.com/deals/the-sequoia-presidential-yacht-group

2/8/2013

Page 14 of 19

Over 530 bought Limited quantity available The deal is on! Tweet! Email!
Send Like 54

Highlights
104 ft. wooden yacht National historic landmark Transported FDR & JFK Scenic city views

The Fine Print

Expiration varies Limit 6 person, may buy more as gifts. Limit 1 per visit. Valid only for date purchased. Reservation required 72hr in advance. Subject to availability. Must be 21 years or older. See the rules that apply to all deals. Yachts add a touch of luxury to water transport that has yet to be matched by diamond-studded dinghies and caviar-powered jet skis. Sail in style with today's Groupon-exclusive deal: for $99, you get a two-hour yacht cruise plus a glass of wine from the USS Sequoia Presidential Yacht (a $250 value). The Sequoia departs from the Gangplank Marina. Choose from 15 time slots. This is the first time that the Presidential Private Yacht has ever sold individual tickets; normally, passengers must rent out the entire yacht. Deemed the "Rolls Royce of Yachts" by the History Channel, the 104-foot USS Sequoia presidential yacht has entertained America's heads of state ever since Herbert Hoover boarded the royally

http://www.groupon.com/deals/the-sequoia-presidential-yacht-group

2/8/2013

Page 15 of 19

appointed vessel. Built in 1925, the Trumpy-designed yacht transports passengers on a two-hour voyage of the Potomac River that delivers eye-catching views of the Washington Monument and stunning vistas of the city unmarred by the craters from its many mole-man invasions. Voyagers can sip a glass of wine and relax on the top deck in original teak deck chairs that once cozened the keisters of Franklin Roosevelt and Winston Churchill. Below decks, explore the National Historic Landmark's collection of presidential photographs and original memorabilia, or ogle the piano near the aft salon on which Nixon composed his resignation jingle. No presidential footstep-following is complete without reeling in the sights on the rear fish deck where FDR would cast his line, or recapturing the celebratory spirit of JFK's final birthday party, which he celebrated with close friends aboard the stately wooden vessel. Ask a Question

Groupon Says
The Groupon Guide to: Police Blotters
Though newspapers are mostly full of articles about blood pressure and lists of important vegetables, they still contain one gem that makes them worthwhile: the police blotter. Heres yesterdays blotter: 7:32 a.m., Crandall RoadWitnesses reported seeing a man with an extremely rude T-shirt attempting to enter a bank where he was not welcome. 10:17 a.m., Petunia CourtA bike theft! 1:58 p.m., Orson ParkA man with an extremely rude T-shirt was heard loudly disparaging astronauts by an American playground. Officers could not locate the individual. 5:23 p.m., Travolta Memorial ParkwayThis car was all like Flooooaaaaam! and then another car was just Brooooooooooooooooooom! It was crazy. 7:48 p.m., Milton Bradley LibraryThe rude T-shirt man was seen exploiting a loophole in the town charter to become the new mayor for life. Police are powerless to stop him. This is life now. Share this on Twitter Like 289

USS "Sequoia" Presidential Yacht

Company Website

http://www.groupon.com/deals/the-sequoia-presidential-yacht-group

2/8/2013

Page 16 of 19

hide A Gangplank Marina 6th St. and Maine Ave. SW Washington, D.C. 20001 (202) 333-0011 Get Directions Time Slots Reviews Mr. Silversmith's team has carefully preserved this national treasure New Jersey Museum of Boating Lyndon B. Johnson allegedly liked to sit on the upper deck and watch movies projected on to the ship's white smokestack. History Channel In and Around Washington, D. C. Washington, D. C. Beauty & Spas Restaurants Things to Do Arlington Beauty & Spas Restaurants Things to Do

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http://www.groupon.com/deals/the-sequoia-presidential-yacht-group

2/8/2013

EXHIBIT 47

https://online.americanexpress.com/myca/estmt/us/print_doc.html

Transaction Date: Transaction Description:

03/01/2012 Thu ATLANTIC YACHT BASINCHESAPEAKE VA

REDACTED

Cardmember Name: Amount $: Doing Business As: Merchant Address:

L MICHAEL CANTOR 2,400.93 ATLANTIC YACHT BASIN 2615 BASIN RD CHESAPEAKE VA 23322-4012 UNITED STATES 320120620417384526 Transportation - Boat Services

Reference Number: Category:

1 of 1

2/8/2013 5:24 PM

https://online.americanexpress.com/myca/estmt/us/print_doc.html

Transaction Date: Transaction Description:

03/01/2012 Thu ATLANTIC YACHT BASINCHESAPEAKE VA

REDACTED

Cardmember Name: Amount $: Doing Business As: Merchant Address:

L MICHAEL CANTOR 2,600.00 ATLANTIC YACHT BASIN 2615 BASIN RD CHESAPEAKE VA 23322-4012 UNITED STATES 320120620417384521 Transportation - Boat Services

Reference Number: Category:

1 of 1

2/8/2013 5:27 PM

EXHIBIT 48

From: Sent: To: Subject:

gsilversmith@aol.com Thursday, March 01, 2012 5:53 AM Michael Cantor Gas

I was just told that your card was charged the minimum of $5k I can't imagine we'll use that much gas on friday We can figure it out later Fyi Gary Sent on the Sprint Now Network from my BlackBerry

EXHIBIT 49

From: To: Cc: Subject: Date:

gary.silversmith@gmail.com Michael Cantor Richard Graf; Wanda- Reed Sequoia Interest Saturday, November 03, 2012 4:04:31 PM

Can we please revisit your accounting on the interest due, pursuant to your recent email and schedule dated Nov 2 You increase the interest rate from 3.75 percent to 8.75 percent on July 20, 17 days after you originated the loan. You impose the default interest rate from July 20-- although I addressed your related Notices of Default and you did not incur a loss of any kind and no payment was due by me. Can you please revisit your conclusion that an alleged Loan Default, even if rectified promptly, has a permanence that causes the loan's Default provisions to always be in effect. Regardless of the merits, you know the Sequoia can not afford to pay 8.75 percent interest rate on the debt. Since you didn't fund approximately half of the loan, we don't have the working capital or reserves to absorb over a 100 percent increase in the interest carry. You also impose $20,635 for "fees and expenses" paid in September. Can you please identify what those are for. I know you once sent an insurance payment, which I then paid back promptly by wire -so I don't know what over $20k would be for. Thanks. As a side note: you can add to the principal balance the $5000 that you paid previously for gas expenses in Norfolk. Of course we can also discuss this at our meeting on Nov 14 Have a good weekend Gary Sent from my iPhone