EFTA00631406.pdf

From: Alireza Ittihadieh To: JEFF EPSTEIN <jeevacation®gmail.com> Subject: Fwd: SPA Pichton II and Plan D Date: Tue, 28 Apr 2015 13:12:57 +0000 What should be done? Alireza I. Begin forwarded message: From: "Watson, Derek" Date: 28 April 2015 08:59:35 GMT-4 To: Alireza Ittihadieh Subject: FW: SPA Pichton II and Plan D Alireza, I did not receive any reply to my e-mail below, have you heard anything from buyer? Best regards Derek From: Watson, Derek Sent: 23 April 2015 2:02 PM To: 'Darren Indyke' Subject: RE: SPA Pichton II and Plan D Darren, have you reviewed the revised draft and do you have any other comments than the two you mentioned below? Best regards Derek From: Watson, Derek Sent: 21 April 2015 3:52 PM To: 'Darren Indyke' Subject: RE: SPA Pichton II and Plan D I will wait to hear from you after you have reviewed the draft and then take instructions. Many thanks Derek From: Darren Indyke manta Sent: 21 April 2015 3:48 PM To: Watson, Derek Subject: Re: SPA Pichton II and Plan D Set the cap at $100,000 EFTA00631406 We can control our bank transfer fees but not fees at the escrow agent's bank or your bank. We should only take responsibility for our bank's transfer fees. I am in meetings all day today and will review the drafts as soon as I can. Thanks. DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: (212) 971-1314 Telecopier: (646) 350-0378 Mobile: (862) 485-6315 email: The information contained in this communication is confidential. may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof. including all attachments. Copyright of Darren K. Indyke, PLLC - 2015 Darren K. Indyke, PLLC — All rights reserved. ***************************************************************************************** On Apr 20, 2015, at 11:09 AM, Watson, Derek > wrote: Thanks Darren. On the basis that these are the buyer's final comments: - the only point which was not acceptable was the deletion of cap on buyer's costs indemnity in sections 2.7 and 4.1(g) as seller will not agree an open-ended amount; - in view of your further comments section 7.2(a) has been amended to make clear it is only getting at bank transfer fees and that Seller should receive purchase price in full, any such bank fees being for buyer's account; and - all your other further comments have been incorporated in the attached revised draft (theblackline is against your latest version). I believe the SPA should now be in acceptable form and look forward to receiving your confirmation. I have been instructed that if buyer is not willing to sign without further delay then seller wishes to terminate the discussions. Best regards Derek EFTA00631407 VEDDER PRICE* Derek Watson Partner• T: +44 (0)20 3667 2920 I F: +44 (0)20 3667 2901 M: +44 (0 )7971 663971 Assistant: Claire Bayley, T: +44 (0)20 3667 2922 4 Coleman Street London EC2R SAR Chicago I New York I Washington, DC London I San Francisco I Los Angeles "We use the word "Partner to refer to a member of Vedder Price DP. From: Darren Indyke Sent: 16 April 2015 7:54 PM To: Watson, Derek Subject: SPA Pichton II and Plan D mailto: Derek, I trust that your holiday is going well. Please see my attached revisions marked to your latest draft SPA. Thanks. DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: (212) 971-1314 Telecopier: (646) 350-0378 Mobile: (862) 485-6315 email: ********************************************************************************************** The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - 2015 Darren K. Indyke, PLLC —All rights reserved. *********************************************************************************************** Vedder Price LLP is a limited liability partnership registered in England and Wales with registered number OC366572. The address of its registered office is shown above. A list of the names of the members of Vedder Price LLP is available for inspection at the registered EFTA00631408 office. Vedder Price LLP is authorised and regulated by the Solicitors Regulation Authority. Vedder Price LLP is affiliated with Vedder Price and Vedder Price (CA), LLP, which operates in the United States of America. We use the word "Partner" to refer to a member of Vedder Price LIP. CONFIDENTIALITY NOTE: This e-mail is intended only for the use of the individual or entity to which it is addressed and may contain information that is privileged, confidential and exempt from disclosure under applicable law. If the reader of this e-mail message is not the intended recipient, or the employee or agent responsible for delivery of the message to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is prohibited. If you have received this e-mail in error, please notify us immediately by telephone at +44 (0)20 3667 2900 and also indicate the sender's name. Thank you.<SPA - Picton II - msn 29273 YG006 V7.DOC><SPA - Picton II - msn 29273 YG006 Vdoc.DOC> EFTA00631409