EFTA01852453

To: Richard Joslin Eileen Alexanderson Cc: Jeffrey Epsteinueeyacation©gmail.conl From: John Murphy Sent Thur 6/7/2014 12:45:34 PM Subject RE: accounts payable Will do. John. From: Richard Joslin Sent: Thursday, August 07, 2014 7:52 AM To: Eileen Alexanderson; John Murphy Cc: Jeffrey Epstein Subject: RE: accounts payable Going forward, I'd like to be included on emails and calls with Catherine Levene so that the closing process and info sharing can move as efficiently and expeditiously as possible. Thanks From: Eileen Alexanderson Sent: Wednesday, August 06, 2014 9:21 PM To: Lakhdhir, David K Cc: Richard Joslin; John Murphy; Larsen, Sonia; Keith Fox Subject: Re: accounts payable Yes, We need a clean balance sheet for the close, but also, I think we need a good fix on the current balance sheet too so we know where cash goes in the next week before closing and can monitor any addl liabilities being booked. Catherine told me she mailed a check today for the D&O insurance today. That should come from the co sellers not from our balance sheet. Likewise, the prepay of Pillsbury was for work on this deal and they are supposed to cover their expenses related to this sale. Not sure it matters but we may not want the deposit applied to the purchase because we may supply funds for the deposit from a trust which may or may not turn out to be the ultimate owner of the LLC at the top- it may just take a day or two to decide who the members of the LLC will be. EFTA_R1_00247367 EFTA01852453 I understand why we would we need the Acq LLC, but why in an asset purchase? Thanks, Eileen Sent from my iPhone On Aug 6, 2014, at 7:24 PM, "Lakhdhir, David K" wrote: Thanks for this. Attached is a first draft asset purchase agreement. The key provisions for you to look at are highlighted in yellow. We are making this up, based on our general understanding of the deal and the nature of the assets and liabilities, so your careful review of those provisions and comments on whether we've got the line in the right place would be very helpful. Let's discuss in the morning. Thanks, David K. Lakhdhir Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP Alder Castle, 10 Noble Street I London EC2V 7JU. U.K. (Direct Phone) I tDirect Fax) WWW. From: Richard Joslin Sent: Wednesday, Augtis IPIPRI M To: Larsen, Sonia; Lakhdhir, David K Cc: John Murphy; Eileen Alexanderson Subject: accounts payable Pillsbury was paid 550K on Aug 4. This makes $305,884 since June 23. 06/23/2014 $(100,000) 07/14/2014 $(55,884) 07/15/2014 $(100,000) EFTA_R1_00247368 EFTA01852454 08/04/2014 S(50,000) $(305,884) It would seem that they are paid up to date given all the payments. However, it appears that within the company's financial statement accounts payable balance is $121,975 owed to Pillsbury. I assume the financial statements are in error given all of the payments made to date and the representation there was a pre-payment of fees to close transaction. I posit if it is appropriate to get confirmation from Pillsbury that all fees are paid in full (rather than asking Catherine or pulling all invoices). Perhaps this inquiry can come from PW. If this liability is not payable, I'd like to reduce the balance sheet liabilities. I also want to be clear on getting a clean balance sheet of liabilities and assets (if any other than IP and computers/fumiture) ......... ..... Richard Joslin CFO Elysium Management LLC 445 Park Ave Ste. 1401 New York, NY 10022 (w) (c) EFTA_R1_00247369 EFTA01852455 (I) This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. <95387 I 3_2.doc> EFTA_R1_00247370 EFTA01852456