EFTA01842511.pdf

To: Jeffrey epstein[[email protected]] Cc: Ian Osborne HORTON, Mark From: Gladwyn, Henry Sent: Tue 2/7/2012 7:12:49 PM Subject: RE: JV letter and Investment Letter JV Letter 510769229 22.DOC Investment letter 510774411 23.DOC CONFIDENTIAL EMAIL FROM SLAUGHTER AND MAY - THIS EMAIL AND ANY ATTACHMENT MAY BE PRIVILEGED Jeffery, Please ignore the attachments to my last email. The correct attachments are now included. Kind regards, Henry Henry Gledwyn Associate DD Mor= Slaughter and May One Bunhill Row London ECIY 8YY From: Gladwyn, Henry Sent: 07 February 2012 18:55 To: 'Jeffrey epstein' Cc: Ian Osborne; HORTON, Mark Subject: RE: 3V letter and Investment Letter CONFIDENTIAL EMAIL FROM SLAUGHTER AND MAY - THIS EMAIL AND ANY ATTACHMENT MAY BE PRIVILEGED Jeffrey, Attached are the latest drafts of the Investment Letter and Joint Venture Letter. EFTA_R1_00229412 EFTA01842511 Investment Letter Amendments as discussed on the last two calls, in particular: 1. To specify that such interest as is earned on the loan amounts while they are in the Company's bank account shall be proportionately returned to the Investors. As discussed, this structural modification should deal with the concern of your US tax adviser. 2. To specify, in the event of the death or incapacity of both Directors, the Guernsey administrator will appoint directors to distribute investments to Investors; 3. To cover the disclosure of 'Exempt Investments' to the Investors; and 4. To state that the Company's accountant will provide Investors with a confirmation of the investments held by the Company every quarter. Joint Venture Letter To state explicitly that, in the event that Ian and Jacob cannot resolve a deadlock situation, Ian will buy out Jacob's 50 per cent. share based on the formula in 3(C) of the Letter. Ian was hoping you would be able to confirm that you are happy with the drafts overnight so that we can send them to Solina tomorrow. Kind regards, Henry Henry Gladw Associate DD Mobile Slaughter and May One Sunhat Row London EtlY SLAUGHTER AND MAY, One Bunhill Row, London EC1Y 8YY For more information, go to www.slaughterandmay.com TEL: FAX EFTA_R1_00229413 EFTA01842512 Authorised and regulated by the Solicitors Regulation Authority. Firm SRA number 55388 A list of partners is available for inspection at the above address SLAUGHTER AND MAY, One Bunhill Row, 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_00229414 EFTA01842513