SIDE LETTERMOLPUS TIMBERLANDS MANAGEMENT*
July 2, 2014
City of Clearwater Employee's Pension Plan
Attn: Board of Trustees
100 S. Myrtle Avenue
Clearwater, Florida 33758
Re: Molpus Woodlands Fund IV, L.P.
Ladies and Gentlemen:
In connection with the investment in interests ( "Interests ") of Molpus Woodlands Fund
IV, L.P. (the "Company ") by the City of Clearwater Employee's Pension Plan (the "Pension
Fund "), Molpus Woodlands Fund IV -GP, LLC ( "Manager ") is providing certain additional
representations to the Pension Fund and entering into certain additional agreements, all as set
forth in this letter (the "Side Letter "). Upon execution by the Company and the Manager, this
Side Letter shall be a binding agreement against the Manager and the Company which may not be
amended without the written consent of the Manager and the Pension Fund.
Notwithstanding any provision of the Subscription Agreement, as amended from time to
time, and the Amended and Restated Limited Partnership Agreement, as amended from time to
time, or any other materials used in the offering or sale of Interests in the Company (collectively,
the "Offering Documents ") to the contrary, to the extent that any provision of the Offering
Documents conflicts with the terms of this Side Letter, the terms of this Side Letter shall control.
1. Most Favored Nation. Notwithstanding anything contained herein or in the
Offering Documents to the contrary, in the event that the Manager has either previously entered
into or enter into a side letter or similar agreement/arrangement with an existing or future investor
in the Company with an investment in the Company equal to or less than the value of the Pension
Fund's investment in the Company (each, an "Other Side Letter ") that has the effect of
establishing rights (including fees) or benefits that otherwise treat such investor in a manner more
favorable in any material respect than the rights and benefits established in favor of the Pension
Fund by the Offering Documents (or pursuant to this Side Letter), the Pension Fund, in its sole
discretion, will be entitled to the rights and benefits under each such Other Side Letter if the
Pension Fund provides written notice to the Manager within thirty (30) days of receipt of notice
of such rights and benefits from the Manager; provided, however, that the Manager shall have no
obligation to provide notice of any preferential rights and benefits granted which fall within the
types of rights and benefits enumerated in the following sentence. Notwithstanding anything to
the contrary, however, Pension Fund acknowledges that Pension Fund shall not be entitled to the
benefit of any provisions (i) which are included in such Other Side Letter solely because of a
requirement of any law, statute, rule or regulation to which such other investor is subject and
Pension Fund is not, (ii) which are personal to such investor based solely on the place of
organization or headquarters, organizational form of, or other particular restrictions applicable to,
such investor, and where such factors cannot be made reasonably applicable to Pension Fund, (iii)
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City of Clearwater Employee's Pension Plan
Side Letter
Page 2
which provide for the right of such investor to appoint an advisory board member or valuation
committee member, (iv) which are incentives for participation in the initial closing of the
Company or for submitting subscription documents and making a Capital Commitment by a
specific date, or (v) so long as such provision does not impart a benefit which would violate the
prohibition against self - dealing, which are for the benefit of the Manager or any of its Affiliates or
any entity formed for investment in the Company or by any of the foregoing or any officers,
directors, managers or employees of the foregoing or any family members of the foregoing.
2. Governmental Investi . ation. Manager shall notify the Pension Fund within a
reasonable period not to exceed twenty (20) days of any civil, criminal, Securities and Exchange
Commission ( "SEC "), U.S. Department of Labor (the "Department ") or other governmental
investigation (which does not include routine examinations, audits or reviews), disciplinary
proceeding, or administrative action finding a material violation by Manager (or an Affiliate
thereof) of an investment related statute or regulation. Manager shall also notify the Pension
Fund immediately in the event of a civil, criminal, SEC, Department or other governmental
investigation, disciplinary proceeding, report or administrative action related to or involving the
Pension Fund's investment in the Company. Additionally, Manager shall notify the Pension Fund
within ten (10) days of the date it (or an Affiliate thereof) is the subject of any order or finding by
a court of a violation by Manager (or an Affiliate thereof) of an investment related statute or
regulation.
3. Counterparts. This Side Letter may be executed in any number of counterparts,
each of which shall be deemed an original, and said counterparts shall constitute but one and the
same instrument and may be sufficiently evidenced by any one counterpart.
4. Assignment. This Side Letter is not assignable by either party hereto in whole or
in part without the prior written consent of the other party, which may be withheld in such party's
sole discretion.
5. Indemnification. The Company agrees to the deletion of paragraph K of the
Subscription Agreement.
6. Standard of Care. Manager agrees that it is a fiduciary to the Pension Fund.
Nothing set forth in the Subscription or Limited Partnership Agreements shall relieve the
Manager of its duty to manage the affairs of the Company in accordance with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent person acting in a
like capacity and familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims to the Company.
7. Public Records Law. The Pension Fund acknowledges that it is committed to
protecting the confidentiality of all confidential information that the Manager provides to the
Pension Fund regarding the Company. Notwithstanding the foregoing, the Manager
acknowledges that the Pension Fund is a government plan subject to laws, regulations and
policies including certain public disclosure requirements. Notwithstanding anything to the
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City of Clearwater Employee's Pension Plan
Side Letter
Page 3
contrary contained in the Agreement, the Manager agrees that the Pension Fund shall be relieved
from any confidentiality or other obligations under the Agreement or otherwise to the . extent
necessary to comply with its obligations under such laws, regulations and policies; provided,
however, that, unless otherwise prohibited by law, prior to disclosing any "Non -Fund Level
Information," the Pension Fund shall use its reasonable best efforts to promptly notify the
Manager upon receipt of a request for Non -Fund Level Information and will consult with the
Manager regarding the response to such disclosure request, consistent with applicable laws, rules,
regulations, the Pension Fund's board policies and fiduciary duties. In connection therewith and
notwithstanding anything to the contrary contained in the Agreement, the Manager consents to the
disclosure by the Pension Fund of "Fund Level Information" to the public and agrees that such
disclosure shall not constitute a breach of the Agreement.
8. Notice of Certain Matters. The Manager shall notify the Pension Fund as soon as
reasonably practicable of any claims for indemnification arising against the Company pursuant to
the Agreement. The Manager shall promptly notify the Pension Fund of the commencement of
any lawsuit or legal proceeding (and the outcome, when resolved, of such lawsuit or legal
proceeding) in which the Manager is a named party and which, if adversely determined, would be
reasonably likely to materially adversely affect the Manager's ability to perform its obligations
under the Agreement.
9. Florida Statutes. Any provision in this side letter or other document or Agreement
to the contrary, notwithstanding, by reason of the laws, regulations and public policies of the State
of Florida applicable to the Pension Fund as a governmental entity in the State of Florida, the
Manager agrees, that (a) it will not take any action that will cause the Pension Fund to not be in
compliance with Florida Public Records Act and Government in the Sunshine Law; (b) it will not
take any action that will cause the Pension Fund to not be in compliance with Public Entities
Crime Bill Notice - Section 287.133, Florida Statutes; and (c) it will not take any action that will
cause the Pension Fund to not be in compliance with Valuation of Illiquid Investments - Section
112.661(17), Florida Statutes.
10. Venue. By reason of the laws, regulations and public policies of the State of
Florida applicable to the Pension Fund as a governmental entity in the State of Florida, the
Manager agrees, that with regard to issues arising out of the terms of this side letter only, that (a)
it will submit to the nonexclusive jurisdiction of the courts located in Pinellas County, Florida,
and (b) it will bring any suit, action, claim or proceeding against the Pension Fund under any
provision of this Letter Agreement, the Limited Partnership Agreement, or the Pension Fund's
Subscription Agreement in the courts located in Pinellas County, Florida.
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City of Clearwater Employee's Pension Plan
Side Letter
Page 4
Sincerely,
MOLPUS WOODLANDS FUND IV, L.P.
By: Molpus Woodlands Fund IV -GP, LLC
Its: General Partner
By: /k'
Name: Bob Lyle
Its: Authorized Agent
MOLPUS WOODLANDS FUND IV -GP, LLC
By:
Name: Bob Lyle
Its: Authorized Agent
RECEIVED AND ACKNOWLEDGED BY:
City of Clearwater Employee's Pension Plan
By:ctP,o(Lc ^crt\t.)
Name: George N. Cretekos
Title: Chairperson
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