<table><tr><th>From: </th><th></th></tr><tr><td>Sent:</td><td>Tuesday, February 23, 2016 11:39 PM</td></tr><tr><td>To:</td><td>Jeffrey E.</td></tr><tr><td>Subject:</td><td>Fw: Core Club</td></tr></table>

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Sent from my smartphone.
From: Russ Stein
Sent: Tuesday, February 23, 2016 17:45
To: Nathan Myhrvold
Subject: Core Club

Hi Nathan,

FYI, we did a call today wi=h Jennie, her CFO, Dan, and their tax counsel at Dentonts.<= p>

During the call it became a=parent to Jennie that her counsel had flipped the tax structure twice in w=at they sent us. They originally attempted to not have Cancellation of Indebtedness Income (CODI) which they then changed to a st=ucture that affirmatively attempted to force CODI. Her counsel also apolog=zed for not having informed us that he had flipped the structural approach=previously and the concern that that change had caused. During the call her counsel then also asked to bra=nstorm with us on a third structure he had thought of with a different COD= timing approach.

Jennie recognized on her ow= during the call that her advisers kept changing the tax structure in a wa= that way that could expose you.

&nb=p; =nbsp; &nb=p;

I am speaking with Jennie I=ter today and I intend to say the following:

1. The =roposed structures are not nailed down enough to protect you from historic=l tax risk —she already recognizes this.

2. A wa= forward would be for us to only have you potentially invest in a new stru=ture that did not have the historical risk —as we had proposed originally. She could then use the proceeds to buy out her partner but wit=out involving you or your ownership, or,

3. Her =ide could really bake the structures, file the historical returns and also=resolve how we can all be comfortable that the landlord and lenders are reporting matching economic results to the IRS.

Please let me know if you r=commend a different approach.

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