From: "jeffrey E." <[email protected]> To: Eileen Alexanderson , Richard Joslin a>, Melanie Spinella Subject: Re: hitch with the timber sale Date: Tue, 30 Dec 2014 03:55:17 +0000 who is the purchaser?? are they real? 2. are we paying the interest on thenote with funds through debra as discusseed. On Mon, Dec 29, 2014 at 11:43 PM, Eileen Alexanderson wrote: We received the email below at midday today saying purchase agreement would be signed but closing looked unlikely by 12/31 since fund which will own the interests needs to call capital to fund. Extremely odd to just get notice on this now given numerous references in email communications to closing this week. Molpus Woodlands GP has confirmed they are ready to close and have interests assigned by 12/31 as are we. PW attorneys have dialog still in progress with hope we can close for 12./31 but we would get paid on some tbd definitive date before Jan 14th. I asked my contact at Eaton Partners to check in directly with the purchaser. I will forward his response next. Hopefully he has the right line, he says purchaser is on board with 12131 close. Will be back with update in the morn. Begin forwarded message: From: Rebecca Patrickson Date: December 29, 2014 at 12:20:07 PM EST To: "Jacob, Elana M" Cc: Ada Clapp "Scott, John M" a>, Eileen Alexanderson Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP-Assignment Agreement (WEI-WBI.FID4936755] Dear Elana, Thank you for your confirmation regarding the Assignment Agreement. My client does have the subscription documents in process with the GP, however, I think they may be some misunderstanding as to when closing will take place. Although I am confident we can agree the Purchase Agreement by the year end, our client can only make the call capital once we have a signed Purchase Agreement, and have received consent from the manager. The consent from the manager is not likely to be received until sometime in the next week or two. Hence it is probably best that the distribution due to be made on 30th December go to the vendor and then can be subtracted from the price (prior to discount) in the Purchase Agreement. We would therefore expect closing to take place around mid-January. Thank you for your email regarding the warranties and representations. Please can you clarify in what circumstances, if any, the right of rescission would arise under New York law after closing. With regard to the appointed agent we can offer an address in the US but not in New York. An alternative (that we would prefer if it is acceptable to you) is that we amend the clause to say that in the event of a dispute, the Seller can require Stafford in writing within 5 Business Days of such request to appoint an agent for service in New York. Kind regards, Rebecca EFTA00867929

Rebecca Patrickson Associate c'„,Wedlake Bell Wedlake Bell LLP 52 Bedford Row London WC1R 4LR T: I F: DX 166 London Chancery Lane I Before rinbn this email lease consider whether it a necessary for you to do so „Whittington Babies Weclaae Bell LLP is a Imiled liablity partnership incorporated in England and Wales with registered number OC251980. Weclake Bell LLP is authorised and regulated by the Solicitors Regulation Authority under number 533172 Its registered office and principal place of business is at 52 Bedford Raw. London' EIR 4LR. A is! of mentors may be nspocted at this address The term Partner is used to refer to a member of Wedlake Bel LLP This °mat. and any attachment. is tom a firm of English solators It contains miennabon which is confidenbal and may be legally prroleged. 11 you are not the person intended to receive d or a copy of it please codify the sender by reply e-mail as soon as possible. In these arcionstances please delete the a mai on your system and do not copy or dtscbse its contents or take any aCion n reliance upon it Please note that e-inails sent by or to any person through our IT ardent may be seen by other members of the firm This email has been checked for potential computer viruses using lAmecast tectndogy From: Jacob, Elana M Da] Sent 29 December 2014 15:30 To: Rebecca Pabickson Cc: Ma Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Assignment Agreement [WB-W81.FID4936755] Rebecca, We are fine with the comments to the Assignment Agreement. Can you confirm that your client has the subscription documents in process with the GP? Thank you. Elana Elena M. Jacob I Associate Paul. Weiss. Rilkind. Wharton & Garrison LLP the Americas I (Direct Phone) I9-6064 (Direct Fax) From: Rebecca Patrickson • Sent: Monday, December 29, 2014 9:06 AM To: Jacob, Elena M Cc: Ada Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP -Assignment Agreement [WB-WB I.FID4936755] Dear Elana, EFTA00867930

Please find attached a clean version of the Assignment Agreement and a comparison so you can see the small changes we have made. Kind regards, Rebecca Rebecca Pantheon Amonate or Row I nneinn wr IR ALR F: X 166 London Chancery Lane smage092,9da smageOlagik Before printing tn is anal please candor ...nether it's necessary for you to do so <image004.gif> Melaka Bell LLP is a intact rubbly partnership ncorporated in England and Wales with registered number 0G151990 Wed** Bell LLP is authorised and regulated by the Soltcitors Regulation Avhccity under number 5S3172 Its registered office and principal place of business is at 52 Bedford Raw. London WGIR4LR.Aist of members may be respected at this address. The term Perrier is used to refer to a member of Wedlake Bel LLP This prnal and any attachment. is from a firm of English soicitors. It contains information which is confidential and may be legal?, primieged. If you are not the person intended to recano it or a copy of it please notify the sender by reply entail as soon as possible. In these cecurratarces please celete the ems' on you system and do not copy or disclose it: contents or take any ad.= is reliance upon a Please note slat e-mails sent by a to any person thrcugh COI IT systems may be seen by other members of the firm. This email has been checked for potential computer viruses using klimecasl technok:gy. From: Jacob, Elana M (ifisitto; Sent: 27 December 2014 22:15 To: Rebecca Patrickson Cc: Ma Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Assignment Agreement Rebecca, Attached for your review is a draft Assignment Agreement (including the GP consent), which is based on a preferred form that the Fund has provided to us. Please let us know of any comments — this will need to be signed by all parties and delivered at closing. Regards, Elena Elan M. Jacob I Associate Paul. Weiss. Rilkind, Wharton & Garrison LLP mericas I New York. NY 10019-6064 cii Phone) Direct Fax) EFTA00867931