Your message contains the following armaments: Description [Molpus - Assignment Agreement Name Type Size - Assignment Agreement. DOC From: Jacob, Elana M Sent: Wednesday, December 24, 2014 11:14 PM To: 'Rebecca Patrickson' Cc: Ada Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Comments to Sale and Purchase Agreement [WB-WB1.FID4936755] Rebecca, (FILE 141 Thank you for the revised draft of the Purchase Agreement. We are fine with the changes but have one comment regarding the reversion back to - Warranties" versus "Representations and Warranties.- It is our understanding that the distinction relates to remedies available under UK law (whether the remedy is at law or in equity), however, because the contract is governed by NY law, we would like to define "Warranties" to include both representations and warranties, as the distinction does not apply under NY law. I have made the comment in the attached, as well as two minor nits. Additionally, there is an open item relating to the Purchaser's appointed agent (Section 6.3.3), which will need to be filled in. We are otherwise signed off and in a place to move towards signing the agreement and closing prior to the end of the year. We will send along a draft Assignment Agreement (which includes a GP consent) for your review within the next couple of days. Happy holidays! Regards, Elana Elena M. Jacob I Associate Paul. Weiss. Rilkind, Wharton & Garrison LLP 1285 Avenue of the Americas I 19-6064 airect Phone) I (Direct Fax) Your message contains the following attachments: Description Name Type Size Change-Pro Redline - 9773129-vs and 9773129-v6.pdf 141212 Sale and Purchase Agreement - Molpus SWF II (PW Comments) Change-Pro Redline - 9773129-v5 and 9773129-v6.pdf 141212 Sale and Purchase Agreement - Molpus SWF II (PW Comrrients).DOCX FILE FILE 38.8 B6.7 From: Rebecca Patrickson [rnaffloj Sent: Tuesday, December 23, 2014 7:57 AM To: Jacob, Elana M Cc: Ada Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Comments to Sale and Purchase Agreement [WB-WB1.FID4936755] Dear Elana, EFTA00867932
Please find attached the draft Purchase Agreement which we have amended, and a comparison to the version you sent on I S December. Can we have a copy of the distribution numbers which form the basis of the figure of $281,013, as set out in clause 1.1.17. Please note that from close of business today I will have an automatic email response to say I am out of the office until 5 January. However, I will still be responding to entails relating to this matter so please do not hesitate to contact me. Kind regards, Rebecca Rebecca Patrickson Associate T: F <image001.gif> WersakaitelLLLP_S2Reciford Row London WC 1R 4LR T: F: X 166 London Chancery Lane I rnacie.1142,oit Before prelim? Ulm email plea:* consider AlleOier it is necessary for you to do so simageftagiL Wedake Bell LLP is a gaited totality partnership ncaparated in England and Wales with registered number ocasisso. Wedske Bell LLP is authorised and regulated by the Schafer: RegutaticnAuthceity under number 533172. Its registered office and principal place of business is at 52 Bedford Rm. London WEIR OLR.A 1st of members may be nspected at this address. The lam Perna is used to refer !cementer of Wedlake Bel LLP. TNs email. and any attachment. is from a Erin of English soldiers. II contains inIcernaton whch is cceddenbal and may be legally engaged. If you are not the person intended to recerna it ore ccipy of it please notify the sender by reply e-mail as seen as possitie. In these cecumstances please delete the *mat on your system and dance copy or disclose its contents or take any eaten n reliance upon it. Please note that e-mails sent by ce to any canon through our IT systems may be seen by other members of the form. This email has been checked for potential computer viruses using Llamas, technology. From: Jacob, Elana M Sent 22 December 2014 17:26 To: Rosemary Jackson; Rebecca Patrickson Cc: Ma Clapp; Scott, John M; Eileen Alexanderson Subject: RE: Sustainable Woodlands Fund II, LP - Comments to Sale and Purchase Agreement [WB-V/B1.F10493675S] mailto: Rebecca, I just wanted to follow-up to see if you have any comments or questions about the draft Purchase Agreement we sent over. Please let us know if you would like to discuss anything. EFTA00867933



