<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Tuesday, February 23, 2016 11:42 PM</td></tr><tr><td>To:</td><td>Nathan Myhrvold</td></tr><tr><td>Subject:</td><td>Re: Fw: Core Club</td></tr></table>

your guys are right

On Wed, Feb 24, 2016 at 12:39 AM, ████████████████████████████████████ > wrote:

Key entities and information:

*   An email dated February 24, 2016 at 12:39 AM.
*   The email was sent to Nathan Myhrvold on February 23, 2016 at 18:38.
*   The subject of the email is "F=: Core Club."

Sent from my smartphone.
From: Russ Stein <███████████████████████████████████>
Sent: Tuesday, February 23, 2016 17:45
To: Nathan Myhrvold
Subject: Core Club

Hi Nathan,

FYI, we did a call today with=Jennie, her CFO, Dan, and their tax counsel at Denton’s.

During the call it became app=rent to Jennie that her counsel had flipped the tax structure twice in wha= they sent us. They originally attempted to not have Cancellation of Indebtedness Income (CODI) which they then changed to a st=ucture that affirmatively attempted to force CODI. Her counsel also apolog=zed for not having informed us that he had flipped the structural approach=previously and the concern that that change had caused. During the call her counsel then also asked to bra=nstorm with us on a third structure he had thought of with a different COD= timing approach.

Jennie recognized on her own =uring the call that her advisers kept changing the tax structure in a way =hat way that could expose you.

=AO =C2 =AO

I am speaking with Jennie lat=r today and I intend to say the following:

1. The pr=posed structures are not nailed down enough to protect you from historical=tax risk —she already recognizes this.

2. A way =orward would be for us to only have you potentially invest in a new struct=re that did not have the historical risk —as we had proposed originally. She could then use the proceeds to buy out her partner but wit=out involving you or your ownership, or,

3. Her si=e could really bake the structures, file the historical returns and also r=solve how we can all be comfortable that the landlord and lenders are reporting matching economic results to the IRS.

Please let me know if you rec=mmend a different approach.

please =ote

The information contained in this communication is confiden=ial, may be attorney-client privileged, may constitute inside informati=n, and is intended only for the use of the addressee. It is the propert= of JEE Unauthorized use, disclosure or copying of this communica=ion or any part thereof is strictly prohibited and may be unlawful. If =ou have received this communication in error, please notify us immediat=ly by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail=com> , and destroy this comm=nication and all copies thereof, including all attachments. copyright -=11 rights reserved