From: Eileen Alexanderson - To: jeffrey E. <[email protected]> CC: Subject: Re: hitch with the timber sale Date: Tue, 30 Dec 2014 11:43:18 +0000 Richard Joslin , Melanie Spinella Purchaser is Stafford Timberlands. $2bi1 AUM. They are an investor in two other Molpus Woodlands funds, certainly real, though hard to understand why logistics around their need to make cap call weren't brought forth sooner. Re interest payment, Rich spoke to Brad yesterday morn on this. Rich, please update status for Jeffrey. On Dec 29, 2014, at 10:55 PM, jeffrey E. <[email protected]> wrote: 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. 1 will forward his response next. Hopefully he has the right line, he says purchaser is on board with 12/31 close. Will be back with update in the morn. Begin forwarded message: From: Rebecca Patrickson Date: December 29, 2014 at _ _ To: "Jacob, Elana NI" Cc: Ada Clapp "Scott, John M , Eileen Alexanderson Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Assignment Agreement IWB-WBI.F1D49367551 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. EFTA00698599

Kind regards, Rebecca Rebecca Pathan= Associate T. F: LotWedlake Bell Wedlake Bell LLP 52 Bedford Row London WC I R 4LR T: F DX 166 London Chancery Lane I www.wedlakebell.com ct.‘, Before punting Iles email please consider Ishedier it is necessary Ice you to do so. Whittington Babies Vnadiake Bel LLP ea limited lieDilty partnership incorporated in England and Wales with registered number 0C3519130 Wedtake Bell LLP is authansed and regulated by the Solicitors Regtration Authority inder number 533172 Ks registered office and prncipal place of euvness is al 52 Bedford Row. London WCIR 4LR. A leg of rianT060) may De inspiCed at this 000634 The IBM Pane( is used to reler to a member of Vitodleke Bel LLP. This email, and any attachment is from a firm of Englsh scooters. k comans informatem when is cord-de:Mal and may be legally pnvileged II you are net the person mended to rearm it or a copy of it peaw notify the sender by reply email as 'son as possbe. In these circumstances please delete the e-mail on your system and do nOr. CCOy 06.010S. its corierls Of lake any action n reliance upon II MOOS'S note that *mats sent Dy Or SO any person through ow IT systems nay be seen by other members of the tan This mai has been checked for potential computer wines using Mmecast technology. From: Jacob, Dana M mailto Sent 29 December 2014 15:30 To: Rebecca Patrickson Cc: Ma Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Assignment Agreement [WB-WB1.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 Elana M. Jacob I Associate Paul, Weiss, Rifkind. Wharton & Garrison LLP 1285 Avenue of the Americas I • 19-6064 hone) Direct Fax) Ma.W.palliweiqc.atal EFTA00698600