<table><tr><th>From:</th><th>Ada Clapp &lt;MIIMI</th></tr><tr><td>Sent:</td><td>Wednesday, September 10, 2014 8:59 PM</td></tr><tr><td>To:</td><td>Jeffrey E.</td></tr><tr><td>Subject:</td><td>RE: Weil Gotshal Memorandum</td></tr></table>

Not in the 2012 power point (I put that together at UST) but the earlier memo and email shows that Carlyn and Elyse were focusing on sales tax in connection with the structure.

Ada Clapp

Elysium Management LLC

445 Park Avenue

Suite 1401

New York, New York 10022

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From: Jeffrey E. [mailto:jeevacation@gmail.com)
Sent: Wednesday, September 10, 2014 4:39 PM
To: Ada Clapp
Subject: Re: Weil Gotshal Memorandum

do you see any mention of sales taxx

## On Wed, Sep 10, 2014 at 4:20 PM, Ada Clapp <

I have only this from 2012 which shows that Narrows was to contribute only fine art. This is really a follow up to the question: does Leon need to contribute assets other than art to the new Narrows? I believe he does not. In fact, if we follow through with the current plan, he will. The plan is for (i) Black Family Partners to create a new LLC to hold its non-Apollo related investments and to distribute out interests in this LLC to its partners (including Leon and the GRATs), (ii) for the GRATs to distribute out these interests to Leon as part of the annuity payments and (iii) for Leon to contribute these interests into the new Narrows.

Ada Clapp

Elysium Management LLC

445 Park Avenue

Suite 1401

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From: jeffrey E. [mailto:jeevacation@gmail.com <mailto:jeevacation@gmail.com> ] Sent: Wednesday, September 10, 2014 3:58 PM To: Ada Clapp Subject: Re: Weil Gotshal Memorandum

## As I said not 2012 Way before my time

On Wednesday, September 10, 2014, Ada Clapp <AClapp@elysllc.com <mailto:AClapp@elysllc.com> > wrote:

Hi Jeffrey,

## As I said not 2012 Way before my time (cont.)

Here is the Weil Gotshal memorandum I mentioned yesterday (it is from 2005!) and a later email from Elyse illustrating that they were focusing on the sales tax issue.

Ada Clapp
Elysium Management LLC
445 Park Avenue
Suite 1401
New York, New York <u>10022</u>

This communication and any attachment is for the intended recipient(s) only and may contain information that is privileged, confidential and/or proprietary. If you are not the intended recipient, you are hereby notified that further dissemination of this communication and its attachments is prohibited. Please delete all copies of this communication and its attachments and notify me immediately that you have received them in error. Thank you.

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Sent: Wednesday, September 10, 2014 3:32 PM
To: Ada Clapp
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please note

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## As I said not 2012 Way before my time (cont.)

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved