EFTA01746080

From: Heather Gray To: Jeffrey E. <jeevacationagmall.com> Subject: Re: Picasso agreement Sent Tuesday, April 28, 2015 12:00:24 PM If we list them as a possible buyer (instead of just an assignee), well need to have the trustees sign the agreement. Okay? Sent from my iPhone On Apr 28, 2015, at 7:55 AM, Jeffrey E. <[email protected]> wrote: add to buyer any trust to which Icon is grantor On Mon, Apr 27, 2015 at 8:13 PM, Heather Gray Min wrote: Jeffrey, Attached is a revised draft of the Picasso Agreement of Sale, along with a redline showing the change I made. As we discussed, I have made the "Buyer" of the Picasso either Narrows Holdings LLC or AP Narrows LP, and have also reserved the right for the Buyer to assign the agreement to Leon, Debra, his children, or a trust or entity created by or primarily for the benefit of any of them. Per paragraph 5 of the Agreement, we must notify Gagosian which entity will be the Buyer no later than February 7, 2016 (which is the last day of the MoMA exhibition and right before the final condition report would be prepared and the Buyer would either cancel the sale or take title and possession). I set this date at February 7, 2016 because I would like to buy us as must time as possible to decide which entity will buy the work, but I'm not sure how it will work practically because: • The "Buyer" will need to make the first installment payment of $23 million soon after the agreement is signed. • Gagosian must insure the work as soon as the agreement is signed and name the "Buyer" as loss payee on his insurance. EFTA_R1_00039360 EFTA01746080 • The "Buyer" in its sole and absolute discretion is the one who decides if the Condition Reports are acceptable, and the first condition report is to be prepared right after the agreement is signed. Alternatively, I could provide that we will tell Gagosian who the "Buyer" is before the first payment is made/right after Diana Howard prepares the first condition report. That would buy us a week or two to decide which entity will purchase the work, but that may not be enough time. Happy to discuss. Thanks, Heather Heather Gray Elysium Management LLC 445 Park Avenue Suite 14m New York, New York loon Direct Dial: Fax: 646-589-o-43o Email: please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for EFTA_R1_00039361 EFTA01746081 the use of the addressee. It is the property of JEE 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 or by e-mail to [email protected] and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA_R1_00039362 EFTA01746082