From: "Cohen, Jonathan" <

From: "Cohen, Jonathan" < To: "Jeffrey Epstein" <[email protected]> Cc: "Ian Osborne" < >, "HORTON, Mark" >, "Gladwyn, Henry" Subject: Investment Letter redline Date: Tue, 13 Mar 2012 12:49:05 +0000 Attachments: Investment_letter_511247491_15.DOC; Redline_Investment_Letter_against_version_sent_on_7_Feb_2012_511376417_1. DOC CONFIDENTIAL EMAIL FROM SLAUGHTER AND MAY - THIS EMAIL AND ANY ATTACHMENT MAY BE PRIVILEGED Jeffrey, As requested by Ian, attached above is a clean version of the Investment Letter along with a redline against the version we sent to you on 7 February 2012. The key amendment requested by Solina's lawyers was to insert a concept of material breach into the Investment Letter. We have included wording into the penultimate paragraph, entitled "Transfer Terms", to address this request and to deal, as far as possible, with the issues of subjectivity and triviality inherent in providing for breach without the concept of materiality. Please let us know whether or not you are comfortable with this drafting - we are happy to have a short call if you have any concerns. You will also see from the redline that there have been a number of less significant amendments incorporated into the investment letter in response to points raised by Solina's lawyers; we would not expect that these would cause you concern, but should you wish to discuss any of them please let us know. Kind regards, Jonathan Jonathan Cohen Slau hter and Ma From: Ian Osborne [mailto Sent: 13 March 2012 02:32 To: Jeffrey Epstein Cc: HORTON, Mark; Cohen, Jonathan; Gladwyn, Henry Subject: Investment Letter redline Jeffrey, Good to see you this evening. As discussed, the only change Solina's lawyers requested is a provision for material breach. Jonathan or Henry will send you the redline Investment Letter with the language that we are comfortable with - in defining material breach and the chain of events should it occur. Since it is hard to argue against the inclusion of any material breach clause, we have sought language that protects us from anything trivial or subjective. Hopefully this is OK with you. Best wishes, EFTA00930879 Ian SLAUGHTER AND MAY, One Bunhill Row, London EClY 8YY For more information, go to Authorised and regulated by the Solicitors Regulation Authority. Firm SRA number 55388 A list of partners is available for inspection at the above address EFTA00930880