<table><tr><th>From: </th><th>Ada Clapp</th><th></th></tr><tr><td>Sent: </td><td>Wednesday, May 21, 2014 7:29 PM</td><td></td></tr><tr><td>To: </td><td>Jeffrey Epstein</td><td></td></tr><tr><td>Cc: </td><td>Eileen Alexanderson; Eileen Alexanderson;
CPA Richard Joslin</td><td>Richard D'Agostino</td></tr><tr><td>Subject: </td><td>LDB Foundation/FTLOA Foundation</td><td></td></tr></table>

Hi Jeffrey

I spoke with Diana Wierbicki at Withers today to request that she prepare th= documentation to remove Ralph as a Director of the LDB Foundation.

On ourcall she noted that Withers had not yet filed the IRS Form 1023 (Appl=cation for Recognition of Exemption under IRC Section 501(c)(3)) for the FT=OA Foundation. She noted that FTLOA has 27 months from formation to file fo= recognition as an exempt organization and that we will reach the 24 month m=rk this December.

She has not yet filed because she understood there was some question as to w=ether the application should list the FTLOA as a private operating foundati=n or as a simple grant-making private foundation. If she files as a privat= operating foundation, she would like to be comfortable that Leon has ident=fied art he wishes to gift to the foundation as well as museums who wish to=borrow it within the next three years and that we have arranged for outside=storage of the art (i.e. not on Leon's walls) or a gallery space in which t= exhibit the works to ensure that FTLOA can qualify as an operating foundat=on. If she files as a private operating foundation and Leon later changes h=s mind about giving up possession of the art or FTLOA sells the art within 3=years, Leon would have to amend his income tax returns to adjust any fair m=rket value deduction he may have taken in his gift of the art to FTLOA.

How would you like Withers to proceed regarding the Form 1023. Would you lik= to meet to discuss more of the logistics?

Please note that we have no office email or phone service today so I am send=ng via gmail. My cell is 347.304.0508 should you wish to speak.

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