EFTA00740188

From: To: "Jeffrey Epstein" <jeevacation@gmail.com> Subject: Fw: China Outbound Date: Sat, 17 Jul 2010 17:17:40 +0000 Importance: Normal Original Message From: Joe Sealy ‹ > Date: Sat, 17 Jul 2010 17:08:58 To: Cc: Ketan ; Francis Crispino Subject: Re: China Outbound David We have amended our deal by deal proposal to create a performance driven commercial relationship between us. Regarding the fund economics, as you know we have very experienced professionals working with us on the terms we have offered you, setting up new divisions with us . This position may change over time. At this stage however we are not ready as an organisation to change this. So, if our proposal is unsatisfactory to you, we should not proceed. Safe travels. Joe Original Message From: "c > To: Joe Sealy Cc: Ketan Patel; Francis Crispino Sent: Sat Jul 17 15:32:25 2010 Subject: Re: China Outbound Joe Many thanks for your reply, I am now on a train from Beijing to Lhasa which will mean limited email access once we hit 3000m. Therefore as quick question: the long term fund economics are important and therefore will your position re the carry position remain (me + team 30% and GPC 70%)? This will in principle not work, so how do you propose this may be adjusted? It was my understanding that you require some binding commitment that when deal One is successfully executed, we move to the dedicated fund that I will manage? If so, the fund terms must be clarified now in principle so we are on the same page. All the best David Original Message From: Joe Sealy ‹ > Date: Fri, 16 Jul 2010 01:48:39 To: Cc: Ketan Patel ; Francis Crispino Subject: Re: China Outbound David Thanks for your note. There are two sets of issues you raise. The first, with respect to economics, we have focused on the deal by deal economics. Reflecting on our last discussion on how to create a performance driven commercial relationship, we would propose the following economics: * 3% base per deal for deals accepted. Increments take this to: * 25% for deals accepted delivering >3x in 1 year. * 15% for deals accepted delivering 2-3x in 1 year. * 5% for deals accepted delivering >2x in 2 years. 10% if that exceeds 4x.Target deal size: >$100m. (Smaller deals at our discretion). EFTA00740188 We have already discussed our differences regarding the longer term fund economics and so we should not consider this proposition at this time. The second issue you raise with respect to governance and decision-making we have not really discussed. However, our intention has not changed from the desire to create an innovative and entrepreneurial venture to unlock unique China outbound opportunities. We clearly need to kick this around to agree how we can achieve this by working together Hopefully, this clarifies our position. We are of course happy to discuss further. Regards Joe Original Message From: < › To: Joe Sealy Cc: Ketan Patel; Francis Crispino Sent: Thu Jul 15 15:51:20 2010 Subject: China Outbound Joe, As per our last conversation I wanted to give you feedback. Since I have had no further comments from you re the GPC side my current view is as follows: - you stated that there is a disconnect and I agree this is the case on some items - I still fail to see the entrepreneurial side and see a structure with little control or decision making - the deals I generate will go to you and once executed I end up with little. Were I take my deals and "shop them around" to potential investors in my network would not get better terms? - you mentioned several times that there is a disconnect on the terms. While I thought based on our meeting with Ketan we can discuss these issues it seems that GPC is fixed on the terms which do not work for me, even though - as you stated - more experienced managers accept them. The deals (if they were to work which of course I do not know yet...) would be groundbreaking and open a new playing field - another disconnect which is my fault in failing to explain, is your key point that the GPC platform will allow you to raise a dedicated fund following a first successful deal. The capital and fundraising is not why I came to GPC and I believe strongly that I can get all required capital from my sources, especially after deal One. Considering these points and terms offered which unfortunately do not work for me at this stage, we either discuss a different way of collaboration or revisit ways of partnership in the future once I made substantial progress on this new business. Please let me know your views. Many thanks David EFTA00740189