From: Rebecca Patrickson Sent: Monday, December 29, 201 . To: Jacob, Elena M Cc: Ada Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Assignment Agreement (WB-WBI.F1D4936755] Dear Elana, 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 Patrickson Associate T: stmageSXUALL≥ Wedlake Bell LLP 52 Bedford Row London WC1R4LR T: F: I DX 166 London Chancery Lane I yonLyalthilsigtagtm einage002.gif> <imaoe003.gif> Before pulling ths email please consider whether rid necessary For )ou to do so. <image004.gif> VIedlake Bel LIP 6 a limited saniity partnerpig incorporated in England end Wales with registered flambe, OC351PBO Wediake Bed LLP is aull•onsed and regulated by the Solcitoes Regulation Authority under number 533172 Its registered al ide anti ;modal placed business is at 52 Bedford Row. London 11/C1R SLR. A ItS d rneMbetS may De inspected at ths address The Icon ParVier is use(' to refer to a rriorrber d Wedlake Bel LIP This email, and any attachment is from a firm of Engish 'owners. It contains information whch is confidential and may be legally prunieged you are not the person mended to receive n or a copy of it please notify the sender by reply email s soon as possble. In these circumstances please debate the ...mall on your system aid do nCe copy cr (16405.0 Its =lents of take any action n reliance upon II Plea Se note IW19mals Sent Dy Or ,0 any person through OW rr SYStOMS may be seen by other members of the firm This real has been checked for potereel compete( sisoa using lAmecast technology. From: Jacob, Dana M [mike Sent 27 December 2014 22: 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. EFTA00698601

Regards, Elena Elana M. Jacob I Associate Pant, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York. NY 10019-6064 Direct Phone) Direct Fax) simi.paulwciasSinn Your message contain% the follow:rig anachrneras: Description I Name Type Ste 'FILE 141 I ]Molpus - Assignment Agreement.DOC [Winos - Assignment Agreement From: Jacob, Elena 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-WELFID4936755] Rebecca, 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 oft' 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 Elana M. Jacob I Associate Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York NY 10019-6061 (Direct Phone) (Direct Fax) apaiilweissam Your message contains the followingattachments: Description Size k 1 &tile-Pro Redline - 9773129-vs and 9773129-v6.pdf Redline - 9773129-vs and 9773129-v6.pdf FILE 98.8 141212 Sale and Purchase Agreement • Molpus SWF II (PW omments) I:hanqe-Pro 141212 Sale and Purchase Agreement - Molpus SWF II (PW omments).DOCX FILE 86.7 EFTA00698602