<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Thursday, February 19, 2015 5:31 PM</td></tr><tr><td>To:</td><td>Ada Clapp</td></tr><tr><td>Subject:</td><td>Re: Funding of APO-B Trust/exchange for Class B GP Interest</td></tr></table>

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On Thu, Feb 19, 2015 at 10:45 AM, Ada Clapp &=t <mailto » > wrote:

Good morning Jeffrey,

Since it has been a while since we discussed all the=steps involved in funding the art partnership, we wanted to be sure that y=u were on board with the plan for funding the APO-B Trust. As you kn=w, the APO-B Trust will acquire the Class B GP Interest from Leon and act as the Class B GP of AP Narrows LP. =he plan to accomplish this is as follows:

1. =AO The APO1 Trustees would bifurcate the $1.6 bil Note in=o two notes; one equal to the value of the Class B GP Interest ("N=te B") and the other equal to the balance of the $1.6 bil. ( =9CNote A").

	2. =AO The APO1 Trustees would keep Note A and decant Note B =o the APO-B Trust.

3. =AO The APO-B Trust will then acquire the Class B GP Inter=st from Leon in exchange for Note B (either in a sale or a substitution of=assets).

	4. =AO Note B is then cancelled (as Leon is both lender and b=rrower).

The Class B GP interes= the APO-B Trust receives in exchange for Note B is intangible property re=lecting a 1% equity interest in AP Narrows, so no sales tax should be trig=ered.

Are you in agreement w=th this plan?

Ada Clapp

Chief Legal Officer

Elysium Management LLC

445 Park Avenue

Suite 1401

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