EFTA02503322

From: jeffrey E. <[email protected]> Sent: Tuesday, April 28, 2015 11:56 AM To: Heather Gray Subject: Re: Picasso agreement add to buyer any trust to which leon is grantor c=div> On Mon, Apr =7, 2015 at 8:13 PM, Heather Gray wrote:=br> 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 =80 of the Picasso either Narrows Holdings LLC or AP Narrows LP, and hav= also reserved the right for the Buyer to assign the agreement to Leon, De=ra, his children, or a trust or entity created by or primarily for the benefit of any of them. Per paragraph 5 of the Agr=ement, we must notify Gagosian which entity will be the Buyer no later tha= February 7, 2016 (which is the last day of the MoMA exhibition and right =efore the final condition report would be prepared and the Buyer would either cancel the sale or take title and p=ssession). I set this date at February 7, 2016 because I would =ike 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: * *=A0 The "Buyer" will need to make t=e first installment payment of $23 million soon after the agreement is sig=ed. * *=A0 Gagosian must insure the work as soon as the ag=eement is signed and name the "Buyer" as loss payee on his=insurance. • •=A0 The "Buyer" in its sole and abs=lute discretion is the one who decides if the Condition Reports are accept=ble, and the first condition report is to be prepared right after the agre=ment is signed. Alternatively, I could provide that we will tell Gag=sian who the "Buyer" is before the first payment is made/r=ght after Diana Howard prepares the first condition report. That wou=d buy us a week or two to decide which entity will purchase the work, but that may not be enough time. Happy to discuss. EFTA_R1_01632086 EFTA02503322 Thanks, Heather Heather Gray Elysium Management LLC please =ote The information contained in this communication is confiden=ial, may be attorney-client privileged, may constitute inside informati=n, and is intended only for the use of the addressee. It is the propert= of JEE Unauthorized use, disclosure or copying of this communica=ion or any part thereof is strictly prohibited and may be unlawful. If =ou have received this communication in error, please notify us immediat=ly by return e-mail or by e-mail to [email protected] <mailto:jeevacation@gmail=com> , and destroy this comm=nication and all copies thereof, including all attachments. copyright -=11 rights reserved 2 EFTA_R1_01632087 EFTA02503323