TEXT-EXTRACT 2 filename2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE October 7, 2020 Via Email Eric R. Smith, Esq. Venable LLP 750 E. Pratt Street, Suite 900 Baltimore, MD 21202 Re: TESSCO Technologies Incorporated Revised Preliminary Consent Solicitation Statement filed on October 5, 2020 Filed by Robert B. Barnhill, Jr., et al. File No. 001-33938 Dear Mr. Smith: We have reviewed the above-captioned filing and have the following comments. Revised Preliminary Consent Solicitation Statement General 1. Please disclose the complete mailing address of the principal executive offices of the Company as required by Item 1(a) of Schedule 14A 2. To the extent not provided, please disclose the information required by Item 5(b)(1)(ii), Item 5(b)(1)(ix), Item 5(b)(1)(xi) and Item 8 of Schedule 14A for each applicable participant and, where applicable, their associates. 3. Please revise to clarify the difference in the legal effect of marking the Withhold box as opposed to the Abstain box on the consent card. Solicitation of Consents; Expenses, page 21 4. We note the following statement: Harkins Kovler will receive customary fees for its services, plus reimbursement for its reasonable out-of-pocket expenses. Please revise to disclose the dollar amount of the fees that Harkins Kovler will be paid for its services. See Item 4(b)(3) of Schedule 14A. Eric R. Smith, Esq. c/o Robert B. Barnhill, Jr. October 7, 2020 Page | 2 Annex C Form of Consent Card 5. Please revise your form of consent card to clearly mark it as preliminary. See Rule 14a- 6(e)(1). * * * We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to me, at (202) 551-8729, or, in my absence, to Daniel Duchovny, Special Counsel, at (202) 551-3619. Sincerely, /s/ Valian A. Afshar Valian A. Afshar Special Counsel Office of Mergers and Acquisitions cc: Gabriel M. Steele, Esq.