EFTA01765911.pdf

From: DS Sent: Monday, July 29, 2013 11:48 PM To: Jeffrey Epstein Subject: Fwd: RE: RE: Re: Begin forwarded message: From: Adam Goldston < >=br>Date: 30 July 2013 00:07:51 GMT+08:00 To: ' Subject: RE: RE: Re:=br> David: I am working with Dr. Merki.'s international tax expert to figure out what jurisdiction will wo=k for us. Of course the securities laws in the jurisdiction we together decide upon will dictate structure. Depending upon the laws in t=e jurisdiction, I would propose a convertible preferred structure, converting into 17.5% of the common and a liquidation preference equal to 1=.0% of the investment. Please let me know if that i= acceptable and we can proceed. Thank you. From: Adam Goldston Date: Fri, 26 Jul 2013 18:03:00 +0000 To: DS«mailto > Subject: RE: RE: Re: EFTA_R1_00074334 EFTA01765911  We can take the diligence/p=ofessional fees off the table. Dr. Merkin wants to be stru=turally senior to your common equity. Also, when you and he discussed struc=ure, I'm not sure he knew that there was US$16m debt ahead of everyone which results in an unconventional structure for a start-=p. Do you have suggestions as t= a security that will suffice your objectives and ours?</=> Thank you. From: DS (mailto Sent: Friday, July 26, 2013 9:42 AM To: Adam Goldston Subject: Re: RE: Re: Adam, Thanks for sending the term sheet draft. Before we address any other points I would like to clarify the key issues: I agreed an equity investment with Dr Merkin (US$5m for 17.5%) and not an 8 p=rcent note with warrants. We also never discussed my paying your due diligence and professional fees a=d this is not part of our understanding. Please let us agree on this asap and then move forward. Thanks David On 26 Jul 2013, at 07:06, Adam Goldston > wrote: David; Attached please find our proposed term sheet. Plea=e note that we would like to discuss the jurisdiction of the holding compan=. I am available to discuss the attached at your con=enience. Best. 2 EFTA_R1_00074335 EFTA01765912  From David Stern Sent: Tuesday, July 23, 2013 5:02 AM To: Adam Goldston Subject: Re: Here is the language as d=scussed. Thanks<=p> David</=> <=p> A signed agreement betwee= Asia Gateway Healthcare Information Technology and any governmental party u=der the jurisdiction of the Ministry of Human Resources and Social Sec=rity of the P. R. China, having a value of no less than RMB 1 million, for use of the Asia Gateway Healthcare=Insurance Information Processing And Analytics System. <=p> On 23 Jul 2013, at 00:51,=Adam Goldston wrote: I am sure you recall that y=u are providing me with language regarding the contingency that must be met=in order to complete the financing.=/o:p> Thank you. <=p> <=p> From: David Stern [manta Sent: Monday, July 2=, 2013 2:15 PM To: Adam Goldston Subject: Re:=span style="color:black"> 3 EFTA_R1_00074336 EFTA01765913  <=p> Adam,</=> Please see attached the N=A with three changes. Thank you David<R> <=p> <=p> On 21 Jul 2013, at 18:41,=Adam Goldston wrote: Attached please find an NDA.</=pan> Thank you. <=p> <mailto ] Sent: Friday, July=19, 2013 7:19 PM To: Adam Goldston<=r> Subject: Re: Re:</=pan> Adam Very good meeting you. Let us aim to get everything to a stage that it becomes just admin for the l=wyers by Aug 19. Please send me the NDA and updated term sheet. I will send you language for f=rst contract deliverable. Any questions please let me know. My cell: Thanks David From: Ad=m Goldston < Date: Fri= 19 Jul 2013 00:29:06 +0000 target="_blank" 4 EFTA_R1_00074337 EFTA01765914  Subject: <=p> Dr. Merkin wants to move th= meeting to 11am. Does that work? Please call my mobile phone when you are a=ailable. <=p> <=p> From: Sent: Thursday, Ju=y 18, 2013 4:08 AM To: Adam Goldston;=Richard Merkin M.D. Subject: Re: <=p> Sorry for typos, strict s=ewardess is telling me off not to use phone so typing is tricky... From: Ad=m Goldston Date: Th=, 18 Jul 2013 10:58:29 +0000 To: ; Richard Merkin M <mailto ReplyTo: <=p> Noon Pacific works</=:p> <=p> /=pan> Thanks<=p> <=p> <=p> Sent vi= the Samsung Galaxy STMT II, an AT&T 4G LTE smartphone 5 EFTA_R1_00074338 EFTA01765915  =span class="xapple-converted-space"> wrote:=/p> Dear Dick I am now on my way to LA, arriving today (Thursday) early evening. May I suggest to give Adam a call either in the evening or tomorrow morning t= fill him in as requested? Adam, what time works for you for a call? All the best David From: Ri=hard Merkin Date: We=, 17 Jul 2013 13:36:08 -0700 To: Davi= Stern Cc: Adam=Goldston <mailto Subject: <=p> David, <=p> Looking forward to Friday.&nb=p; I've asked one of my team members, Adam Goldston, to join us. &n=sp;l am out of the office and haven't been able to discuss with him=the details of what we are trying to do in China. I did send him the term=sheet. Can you please send to him an update what we are trying to acc=mplish and the history of the company with China? <=p> Adam is CCd on this email. <=p> Thanks. <=p> <AG Heritage NDA.doc&g=; <=p> <=p> <AG Term Sheet 7_25.docx> 6 EFTA_R1_00074339 EFTA01765916 7 EFTA_R1_00074340 EFTA01765917