EFTA02709058

From: Heather Gray < Sent: Monday, September 8, 2014 7:37 PM To: Jeffrey Epstein ([email protected]) Cc: Eileen Alexanderson Subject: Schwitters agreement - revised to reflect LDB comments Attachments: 49362141v11_HF_ - Friends Ventures Draft LLC Agreement.doc; Blackline 8.13.14 to 9.8.14.pdf; 9.8.14 Summary of Friends Ventures LLC Agreement.pdf Jeffrey, When I met with Leon, he wanted to have the following subs=antive changes made to the Schwitters agreement: •&nbs=; Leon and Ronald Lauder decided that Ronald will ha=e the first Possession Period. *&nbs.; Leon wanted each Possession Period to run for 2 =BD years instead of 2 years (because he estimates it will be that long bef=re his new townhouse is ready). *&nbs.; Leon wanted to eliminate the Estate's Put Ri=ht. On the death of a Member, the survivor will have the call right descri=ed in 8.5(a), and if the survivor doesn't exercise the call right, the estate will have a call right as described in 8.5(c) for a 3 mo=th period which starts to run when the Estate's Put Right expires. s&nbs=; For the Estate's Call Right, Leon wanted the=purchase price to be the Estate Value (the value for estate tax purposes o= the deceased member's interest). s&nbs.; If the estate doesn't exercise its call righ=, there will be a forced sale. Leon wanted to specify that the Compa=y will sell the Property through one of the major auction houses. We've also had Herric= clean up a few non-substantive points, all of which are reflected in the =ttached clean version and blackline. I've also attached a revi=ed summary of the agreement. Please let me know if you have any comments or questions.&=bsp; If not, I'll be sending this to Leon and to Ronald Lauder. = Christie's has just notified us that the Schwitters must be exporte= out of the UK before September 24th, so I would like to send this t= Mr. Lauder as soon as possible. Many thanks, Heather Heather Gray EFTA_R1_02113851 EFTA02709058 Elysium Management LLC 2 EFTA_R1_02113852 EFTA02709059