EFTA02530903

From: Jeffrey Epstein <[email protected]> Sent: Tuesday, July 13, 2010 7:38 PM To: Barry Josephson Subject: Re: FW: BJ, LLC PROPOSAL 7/12/2010 murray entertainmetn? On Tue, Jul 13, 201= at 3:24 PM, Barry Josephson wrote: Jeffery, This is a rough of an understanding between us. I have more meetings with s=udios (Paramount, Warner Bros.) in the next two weeks. Universal has offered me a 1st look deal which could be very beneficial as I have a great project there, and the need me to help wi=h other films of theirs. With your overhead in place, I can set up a lot o= new projects there over the next few years. Please let me know your thoughts on this document. Best, Barryl Barry Josephson Josephson Entertainment 10201 West Pico Boulevard Building 50, Room 1 Los Angeles, California 90064 Forwarded From: Tina Kahn > Date: Mon, 12 Jul To: Barry Josephson Subject: BJ, LLC PROPOSAL 7/12 2010 1 EFTA_R1_01674053 EFTA02530903 Form a new California LLC, short-titled here as "B=, LLC" Josephson will be the managing member; the investor will acquire a 5% inter=st through a grantor trust. This will confirm there is a securities exempt=on available due to the fact the investor is a high net worth investor wit= whom a long time business relationship. Please let me kno= if the investor is not a California resident. r ano=her person) can be the trustee of the grantor trust. (NOTE: A member's name is not disclosed in California filings for 11=s. The name of the trustee will, however, be on the LLC's K-1.) Investor will commit to capitalize the LLC $300,000 ("overhead advance") =/font>on July 15 of this year and next year=/font> to be u=ed for operating expenses of BJ, LLC. BJ, LLC will provide quarterly reports of cash receipts and cash disburseme=ts to the members. Si, LLC will be the sole vehicle you use for new entertainment opportunitie= or projects ("LLC Projects") beginning on and after July 15, 20=0 through July 14, 2012 ("Term"). BJ, LLC will enter into a n=n-exclusive relationship with your loan-out Murray Entertainment. The investor member will receive a preferred return of its capital contribu=ion with a 6% cumulative annual return; thereafter, gross income less expe=ses of operating (e.g., rent, payroll, benefits, taxes, accounting, legal =nd third party obligations) will be distributed 95% to you and 5% to the o=her member. You agree that all of your producer fees for LLC Projects d=ring the Term and all of your backend profits, if any, from LLC Projects d=veloped and set up at a studio during the Term shall be paid exclusively to Si, LL= in perpetuity and distributed as noted above.= Initially, you anticipate leasing an office beginning August 15th 2010, emp=oying 2 assistants and 2 development executives. Define repayment from motion picture overhead reimbursements. When applicab=e Bl will negotiate with studios a reimbursement payment for overhead to b= used to partially or fully repay the overhead advance. Define all repayment obligations timeline. End of Forwarded Message *•********•**•*********=*****•***•******•***•**•********•** 2 EFTA_R1_01674054 EFTA02530904 The information contained in this c=mmunication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the a=dressee. It is the property of Jeffrey Epstein Unauthorized use, di=closure or copying of this communication or any part thereof is strictl= prohibited and may be unlawful. If you have received this communication in error, p=ease notify us immediately by return e-mail or by e-mail to [email protected], and destroy thi= communication and all copies thereof, including all attachments. 3 EFTA_R1_01674055 EFTA02530905