From: "Jeffrey E." <[email protected]>

From: "Jeffrey E." <[email protected]> To: Eileen Alexanderson Subject: Re: acquisition structure Date: Wed, 30 Jul 2014 17:56:52 +0000 Good On Wednesday, July 30, 2014, Eileen Alexanderson Per advice from Paul Weiss: wrote: -APO 1 would form and fund a Bermuda or Cayman company (which would be disregarded if we `check the box') -The foreign company would set up a Delaware LLC as a US subsidiary of the foreign company -that US Subsidiary would then merge with Artspace Inc -Artspace Inc is the surviving entity -we would convert Artspace Inc to an LLC, thereby allowing the benefit of losses it generates to flow up to Leon If desired we can add another layer by having APO form a Delaware LLC which then forms the foreign company Rationale for foreign company rather than a foreign trust relates to avoiding need for trustee and yet still has the attribute of it being tough to enforce a US judgment and harder to get jurisdiction over a foreign corp. Does this cover our needs? Thanks, E. please note The information contained in this communication is 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 EFTA00994517 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 EFTA00994518