EFTA02426772.pdf

To: Jeffrey Epsteinljeevacation@gmail.com] From: David Stern Sent: Tue 3/23/2010 1:25:03 PM Subject: Fwd: Side Letter This is SEPARATE as chairman of the healthcare business i get I 00k/year in both cases: service agreement with no fixed time commitment - i devise the strategy and put local people in place and provide China access Begin forwarded message: From: "Roberts, Lindsey" Date: 23 March 2010 13:19:48 GMT To: "David Stern" < Cc: "Jacobs, Rachel" <a, "Burton, John" Subject: Side Letter David, Thanks for this. Rachel is going to reply separately. Having spoke to Peter, John and Rachel we think we think the following might be possible: • Create a new company, probably "IBI China" through which we would sell existing IBI product into China, and create new products for the Chinese market using existing 1B1 data sets. • You would have a shareholding of 20% in the new company (put and call options). • You would receive a retainer for services of $300,000pa • You would receive a profit multiple of lx profit in year 3 and 5x profit in year 5. Given the complexity of this, if we are to sign Heads of Terms today, we may need to be quite broad in the initial letter and might not get to a detailed position until final contract stage. If you agree in principle I will ask Rachel to draft a brief letter outlining the above. Regards, Lindsey From: David Stern [mailto Sent: 23 March 2010 12:05 To: Jacobs, Rachel Cc: Burton, John; Roberts, Lindsey EFTA_R1_01495722 EFTA02426772 Subject: AGC Rachel, While my lawyers arc now discussing with me the Offer Letter to clarify what we had discussed, could you briefly describe the mechanism for the max 40% shareholding in non-core businesses. The question is around practical structuring: the AV will be owned 51.1% Informa and 49.9% DS. The AV will establish a new JV with another company (cg IBM) - how do you foresee the structure to work that will limit the Informa shares to 40%? All the best David This message is confidential. It may also be privileged or otherwise protected by work product immunity or other legal rules. If you have received it by mistake please let us know by reply and then delete it from your system; you should not copy the message or disclose its contents to anyone. Opinions, conclusions and other information in this message that do not relate to the official business of Asia Gateway Ltd. shall be understood as neither given nor endorsed by it. Asia Gateway Ltd. Michelin House 81 Fulham Road London SW3 6RD UK Tel: Fax: The information contained in this email message may be confidential. If you are not the intended recipient, any use, interference with, disclosure or copying of this material is unauthorised and prohibited. Although this message and any attachments are believed to be free of viruses, no EFTA_R1_01495723 EFTA02426773 responsibility is accepted by Informa for any loss or damage arising in any way from receipt or use thereof. Messages to and from the company are monitored for operational reasons and in accordance with lawful business practices. If you have received this message in error, please notify us by return and delete the message and any attachments. Further enquiries/returns can be sent to postmasterainforma.com This message is confidential. It may also be privileged or otherwise protected by work product immunity or other legal rules. If you have received it by mistake please let us know by reply and then delete it from your system; you should not copy the message or disclose its contents to anyone. Opinions, conclusions and other information in this message that do not relate to the official business of Asia Gateway Ltd. shall be understood as neither given nor endorsed by it. Asia Gateway Ltd. Michelin House 81 Fulham Road London SW3 6RD UK Tel: Fax: EFTA_R1_01495724 EFTA02426774