EFTA01980192

To: Jeffrey [email protected] From: Richard Joslin Sent Mon 8/11/2014 8:34:27 PM Subject: RE: FW: Artspace - Revised APA This will be a tough argument — proving that the preparer was competent to render tax advice with respect to PFIC matters 1.1295-3(f) A shareholder will not be considered to have reasonably relied on a qualified tax professional if the shareholder knew....or reasonably should have known that the qualified tax professional— (A) Was not competent to render tax advice with respect to the ownership of shares of a foreign corporation; or (B) Did not have access to all relevant facts and circumstances. From: Jeffrey E. [email protected] Sent: Monday, August 11, 2014 4:30 PM To: Richard Joslin Subject: Re: FW: Artspace - Revised APA you are right similar to a 9100 not ideal On Mon, Aug 11, 2014 at 4:08 PM, Richard Joslin wrote: fri From: Eileen Alexanderson Sent: Monday, August 11, 2014 3:59 PM To: Richard Joslin Subject: FW: Artspace - Revised APA Post Friday, we went back to using the $500k cap on what we would pay for commissions and EFTA_R1_00488158 EFTA01980192 other current liabilities. Also, per suggestion from JEE, we will do this via addition of that amount to the purchase price so that Artspace has responsibility to pay off the liabilities from the oldco bank account rather than us doing so post close. Please review attached agreement asap, thanks. From: Larsen, Sonia [mailto:[email protected]] Sent: Monday, August 11, 2014 1:21 PM To: Eileen Alexanderson; John Murphy Cc: Lakhdhir, David K Subject: Artspace - Revised APA Eileen, John, Attached please find the revised contract. Let me know if you think this reflects what we discussed and if you have any comments before I send to Pillsbury. Best, Sonia Larsen I Associate Paul, Weiss, Rilkind, Wharton & Garrison LLP 0 L n,,nENV71 U.K. 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. please note The information contained in this communication is EFTA_R1_00468159 EFTA01980193 confidential, may be attorney-client privileged, may constitute inside information, and is intended only for 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_00468160 EFTA01980194