<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Thursday, December 7, 2017 4:58 PM</td></tr><tr><td>To:</td><td>Melanie Spinella</td></tr><tr><td>Subject:</td><td>just a reminder, of what should be simple</td></tr></table>

part of the argument that took 6 weeks m=nth and 120 emails according to my records , this was after i =onvinced them to have no option to buy then they asked f=r a put at a HIGHER price than brad bought it. ALL WRONG= guaranteed a profit . then pik interest which i also had to f=ght. these were the arguments of the l=wyer that never filed a 1040 form, brad stubborn .=

12/11/15

to Alan, me, Bra=, David =/span>
<https://mail.google.com/mail/u/0/0/images/cleardo=.gif>

I agree no PIK interest is best. I also prefer full recourse, I have=20 told that to Brad W. We have also said that cash/recourse should be at least 50% of purchase price to avoid option treatment.

I don't really like fixed price put, it makes it even less like a sa=e, but I would be curious to know what fixed price you have in mind. If =t is not substantially higher than the purchase price, it might look like a financing.

We have indicated that the put should not be exercisable for 2-3 years, so it makes sense to me that the note should be longer, like 5 years.<=p>

Assignment is not relevant, =rad W is signing and closing at the same time.

Payment for put should be no= necessary if put is FMV.

Richard J. Bronstein is a Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP. He is located in New York, NY 10019-6064. The firm's website is www.paulweiss.com.

From: Halperin, Alan S

Sent: Friday, December 11, 2015 4:56 PM
To: jeffrey E. <jeevacation@gmail.com <mailto:jeevacation@gmail.com> >; Brad Wechsler < ><=r> Cc: Bronstein, Richard J < >; Lakhdir, David K < >>
Subject: RE: Re:

By copying Rick, I am aski=g for him to weigh in. Thanks. Alan

=AO

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