EFTA02723514

To: jeevacation mailcom Cievacationagmail.comj: Eileen Alexanderso Cc: Jeffrey Epstein[jeevacation©gmail.comj From: Richard Joslin Sent Wed 8/6/2014 10:08:17 AM Subject Re: See draft merger agreement attached Company NOL is greater than purchase price. On Aug 5, 2014, at 11:16 PM, "Eileen Alexanderson" < 1. > wrote: Sent from my iPhone Begin forwarded message: From: "Lakhdhir, David K" Date: August 5, 2014 at 8:10:27 PM EDT To: "Fleming, Ronald A." "Addonizio, Tarmi" Cc: "Larsen, Sonia" "Okun, Brad R" a "Kelly, Colin" Subject: ArtSpace I just tried to reach you in the office, but from my perspective there's no need to speak this evening. Attached is a draft merger agreement for your consideration. This has been drafted very quickly (as you know), and the client is still reviewing (or, to be more accurate, in some cases the relevant people have not begun to review, but they will, soon), but I have been given permission to send to you so you can review concurrently. It would be very useful if you could let us know in the morning if you have any concerns or material comments. I am sure there are some glitches, and as you will see a few things need to be filled in. My objective here is to make sure MAP that we are all in the same ballpark. A note on the clause that still contemplates a possible flip to an asset deal. Here's the reason: We would like to hold this business in an LLC, going forward, so that its initial losses can more effectively be used up above. Converting from a C Corp to an LLC has some tax risk for us, which may not exist in reality in light of the company's NOLs but does in theory because we haven't had time to do any tax diligence. I note this because we may EFTA_R1 _02209574 EFTA02723514 want to do that very quickly, and also so that you can understand why that alternative has not entirely gone away. I look forward to discussing this with you in the morning. Best, David K. Lakhdhir I Partner Paul, Weiss, Rifkind, Wharton & Garrison LIP 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. <95350663.doc> EFTA_R1_02209575 EFTA02723515