EFTA01996365.pdf

To: [email protected][[email protected]]; Jeffrey [email protected]] From: Ian Osborne Sent: Wed 3/14/2012 4:23:43 PM Subject: Fwd: RE: Investment Letter redline Jeffrey, No need to respond to them if you're not participating in this structure. I shall come back to you on the other email shortly. Thanks, Ian Forwarded messa From: "Cohen, Jonathan" Date: Mar 14, 2012 4:06 Subject: RE: Investment Letter redline To: "Jeffrey Epstein" [email protected]> Cc: "Ian Osborne" "HORTON, Mark" "Gladwyn, Henry" CONFIDENTIAL EMAIL FROM SLAUGHTER AND MAY - THIS EMAIL AND ANY ATTACHMENT MAY BE PRIVILEGED Jeffrey, The concept of being permanently incapacitated is just one limb of the paragraph you highlighted. In practice, limb (2) of that same paragraph of the Investment Letter is what would be used in the scenarios you described below. This states that there will be a return of funds to the Investor, in accordance with the terms of the Investment Letter, when a medical practitioner provides a written opinion that each director is physically or mentally incapable of acting as a director and may remain so for 3 months. Have you had a chance to consider whether the new insertions in respect of the concept of "Material Breach" in the penultimate paragraph are acceptable to you? Kind regards, Jonathan Jonathan Cohen EFTA_R1_00490974 EFTA01996365 Slaughter and May Fax Fax From: Jeffrey Epstein [mailto:ieevacationeomailcom) Sent: 14 March 2012 15:44 To: Cohen, Jonathan Cc: Ian Osborne Subject: Re: Investment Letter redline what in ods name does the phrase becomes .. mean did the coma come on , immediately„ can he still blink his eyes to indicate sell, how long is permanently? and when do you know? , if it came on slowly , does that not violate the immediate provison. , this is goofy, to put it mildly On Tue, Mar 13, 2012 at 8:49 AM, Cohen, Jonathan wrote:orry„ this siliness is enhance by the need fora ture prediction CONFIDENTIAL EMAIL FROM SLAUGHTER AND MAY - THIS EMAIL AND ANY ATTACHMENT MAY BE PRIVILEGED Jeffrey, As requested by Ian, attached above is a clean version of the Investment Letter along with a redline against the version we sent to you on 7 February 2012. The key amendment requested by Solina's lawyers was to insert a concept of material breach into the Investment Letter. We have included wording into the penultimate paragraph, entitled "Transfer Terms", to address this request and to deal, as far as possible, with the issues of subjectivity and triviality inherent in providing for breach without the concept of materiality. Please let us know whether or not you are comfortable with this drafting - we are happy to have a short call if you have any concerns. You will also see from the redline that there have been a number of less significant amendments incorporated into the investment letter in response to points raised by Solina's lawyers; we would not expect that these would cause you concern, but should you wish to discuss any of them please let us know. Kind regards, Jonathan EFTA_R1_00490975 EFTA01996366 Jonathan Cohen Slau hter and Ma From: Ian Osborne [mailto Sent: 13 March 2012 02:32 To: Jeffrey Epstein Cc: HORTON, Mark; Cohen, Jonathan; Gladwyn, Henry Subject: Investment Letter redline Jeffrey, Good to see you this evening. As discussed, the only change Solina's lawyers requested is a provision for material breach. Jonathan or Henry will send you the redline Investment Letter with the language that we arc comfortable with — in defining material breach and the chain of events should it occur. Since it is hard to argue against the inclusion of any material breach clause, we have sought language that protects us from anything trivial or subjective. Hopefully this is OK with you. Best wishes, Ian SLAUGHTER AND MAY, For more information, go to www.slauehterandmay.com TEL: FAX: Authorised and regulated by the Solicitors Regulation Authority. Firm SRA number 55388 A list of partners is available for inspection at the above address EFTA_R1_00490976 EFTA01996367 The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Jeffrey Epstein Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved SLAUGHTER AND MAY, London EC1Y 8YY For more information. go to www.slaughterandmay.com TEL: FAX: Authorised and regulated by the Solicitors Regulation Authority. Firm SRA number 55388 A list of partners is available for inspection at the above address EFTA_R1_00490977 EFTA01996368