<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Tuesday, April 28, 2015 11:56 AM</td></tr><tr><td>To:</td><td>Heather Gray</td></tr><tr><td>Subject:</td><td>Re: Picasso agreement</td></tr></table>

add to buyer any trust to which leon is grantor <=div>

On Mon, Apr =7, 2015 at 8:13 PM, Heather Gray <██████████████████████████████████████████ wrote:=br>

Jeffrey,

Attached is a revised draft of the Picasso Agreement=of Sale, along with a redline showing the change I made.

As we discussed, I have made the "Buyer =80 of the Picasso either Narrows Holdings LLC or AP Narrows LP, and hav= also reserved the right for the Buyer to assign the agreement to Leon, De=ra, his children, or a trust or entity created by or primarily for the benefit of any of them. Per paragraph 5 of the Agr=ement, we must notify Gagosian which entity will be the Buyer no later tha= February 7, 2016 (which is the last day of the MoMA exhibition and right =efore the final condition report would be prepared and the Buyer would either cancel the sale or take title and p=ssession).

I set this date at February 7, 2016 because I would =ike to buy us as must time as possible to decide which entity will buy the=work, but I'm not sure how it will work practically because:

* *=A0 The "Buyer" will need to make t=e first installment payment of $23 million soon after the agreement is sig=ed.

* *=A0 Gagosian must insure the work as soon as the ag=eement is signed and name the "Buyer" as loss payee on his=insurance.

• •=A0 The "Buyer" in its sole and abs=lute discretion is the one who decides if the Condition Reports are
accept=ble, and the first condition report is to be prepared right after the agre=ment is signed.

Alternatively, I could provide that we will tell Gag=sian who the "Buyer" is before the first payment is made/r=ght after Diana Howard prepares the first condition report. That wou=d buy us a week or two to decide which entity will purchase the work, but that may not be enough time.

Happy to discuss.

Thanks,

Heather

Heather Gray

Elysium Management LLC

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please =ote

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