<table><tr><th>From:</th><th>Bronstein, Richard J</th></tr><tr><td>Sent:</td><td>Saturday, December 12, 2015 6:41 PM</td></tr><tr><td>To:</td><td>jeffrey E.</td></tr><tr><td>Subject:</td><td>RE: PRIVILEGED &amp; CONFIDENTIAL</td></tr></table>

Same view wth or without Richard. I think that time commitment unders=anding came from Brad W, I assume he got it from Leon but I don't know for=sure. If business continues down, then Leon is just getting a timing benef=t (assuming that write-off comes before he dies). How much is that worth?

We are for sure on the same team, everything is based only on what I believ= to be Leon's best interests, please don't take differing views as suggest=ng anything else.

Richard J. Bronstein I Partner

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas I New York, NY 10019-6064

www.paulweiss.com

From: jeffrey E. <jeevac=tion@gmail.com>
Sent: Saturday, December 12, 2015 1:30:51 PM
To: Bronstein, Richard.'
Subject: Re: PRIVILEGED & CONFIDENTIAL

i understand your concern. . however the =greatest likelihood is that this business will continue its downward spira=. leon will also end up writing off the debt . please ke=p in mind that you and I are on the same team. , =- we have not met. . I have great respect for your tax views . &nbs=; do you do many 1040 audits ? =f brad did it all without richard, same view. the time comm=tment that you referenced. did you get that from Leon?

On Sat, Dec 12, 2015 at 1:17 PM, Bronstein, Rich=rd J <██████████████████<mailto:██████████████████> wrote:

I understand the technical arguments, which are not so bad, but the co=cern comes from the facts that LDB doesn't really want to get out and will=stay involved and he is not dealing with unrelated persons, he is dealing =ith an employee and his brother-in-law, neither of whom really want to own this business, they are doing this only=because LDB asked them to do this. Plus if the business increases in=value and LOB buys it back at FMV, then he will give up some or all of the=tax savings in the repurchase price. So he is taking risk for a benefit that he might not get to keep.

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From: jeffrey E. <jeevacation@gmail.com <mailto:jeevacati=n@gmail.com» Sent: Saturday, December 12, 2015 1:11:47 PM To: Bronstein, Richard Subject: Re: PRIVILEGED & CONFIDENTIAL

if it were publicly traded stock, wash sale rules wo=ld apply, and be clear. even you had every intention of =uying it back after 30 days, would you still be concerned. &nbs=; is there a way that you feel comfortable.

On Sat, Dec 12, 2015 at 1:06 PM, Bronstein, Rich=rd J <██████████████████████████
<mailto:██████████████████████████████████> wrote:

Brad W pays 1/3 to 1/2 cash plus nonrecourse note, put after two years=at FMV, put expires after five years. I would rather have no put at =11, but apparently Ressler (all cash) insists on it, so Brad would have it= too.

Frankly, we can dress the transaction up all we want, but I think the IRS w=ll not approve the transaction in any event, on audit they will be skeptic=l and believe that there is an understanding that LDB will take care of &n=sp;the buyers and they will believe that he and his wife want to keep the business (and the facts will show th=t they stayed involved and didn't reduce their time commitment at all) , a=d we will face an ugly choice between settling by giving up 40-60% of the =oss or going to Tax Court, which will result in an embarrassing article in the Wall Street Journal. <=r>

Richard J. Bronstein | Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas | New York, NY 10019-6064
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████████████████████
███████████████████████████████████ | www.paulweiss.com <http://www.paulweiss.com>

From: jeffrey E. <jeevacation@gmail.com <mailto:jeevacati=n@gmail.com» Sent: Saturday, December 12, 2015 12:55:58 PM To: Bronstein, Richard J Subject: Re: PRIVILEGED & CONFIDENTIAL

On Sat, Dec 12, 2015 at 12:51 PM, Bronstein, Ric=ard J <██████████████████████████████████████████
<mailto:███████████████████████████████████> wrote:

I'm not sure there is any difference between (a) 25% cash plus 75% non=ecourse note and (b) 100% cash and recourse note with put at 75%. Ei=her way, I would prefer more than 25% exposure to buyer.

Richard J. Bronstein I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas | New York, NY 10019-6064

| www.paulweiss.com

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From: jeffrey E. <jeevacation@gmail.com <mailtojeevacati=n@gmail.com» Sent: Saturday, December 12, 2015 12:37:13 PM To: Bronstein, Richard J Subject: Re: PRIVILEGED & CONFIDENTIAL

understood, what do you think of the fix=d price put below purchase price. . and that brad pays for it&=bsp; , he should also pay real interest , and full recourse n=te are you ok with 25% below purchase price

On Sat, Dec 12, 2015 at 11:02 AM, Bronstein, Ric=ard J <████████████████████████████████████████████
████████████████████> wrote:

No sales tax because the underlying asset is an intangible, i.e., an i=terest in Phaidon Global LLC, so an sale of an individual interest is a sa=e of an intangible. Different answer if the undivided interest relat=s to tangible assets (e.g., art).

Richard J. Bronstein I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064

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