<table><tr><th>From: </th><th></th></tr><tr><td>Sent:</td><td>Wednesday, February 8, 2017 7:20 PM</td></tr><tr><td>To:</td><td>Brad Okun; Brian Grieve; Jeffrey Epstein; Leon Black</td></tr><tr><td>Subject:</td><td>Re: Privileged and Confidential</td></tr></table>

We're pretty much done. Brad O cld you get Suydam's sign-off on this lang for the rep letter....I'm quite certain he'll be ok but we shld dot that "I".

Brian-you can begin to get signature copies ready but pls have someone jr make certain everything's proof read and there are no transcription errors. Thx, b Sent from my Verizon Wireless BlackBerry

From: "Okun, Brad R" <bokun@paulweiss.com>
Date: Wed, 8 Feb 2017 18:56:01 +0000
To: Grieve, Brian S<bgrieve@paulweiss.com>; jeffrey E<jeevacation@gmail.com>; Brad
Wechsler<BWechsler@imax.com>; Leon Black<black@apollolp.com>
Subject: Re: Privileged and Confidential

Are we also waiting for feedback from John? Jeffrey, any other comments, or are you signed off? Thanks

Brad R. Okun I Partner Paul, Weiss, Rifkind, Wharton & Garrison LIP 1285 Avenue of the Americas I New York, NY 10019.6064

www.paulweiss.com

From: Grieve, Brian S Sent: Wednesday, February 8, 2017 1:52 PM To: jeffrey E.; Brad Wechsler; Leon Black Cc: Okun, Brad R Subject: RE: Privileged and Confidential

Ok. Brad W, please let me know when we have approval to prepare the revised statements, and we will get those out to you asap. Thanks

Brian S. Grieve | Associate
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas | New York, NY 10019-6064

www.paulweiss.com

From: jeffrey E. <jeevacation@gmail.com> Sent: Wednesday, February 8, 2017 1:50:04 PM To: Brad Wechsler; Grieve, Brian 5; Leon Black Subject: Re: Privileged and Confidential

Ok with me. Thx

Ok. We don't understand the concern with that phrase and think it's accurate, but we can remove it. Does the below work then from your perspective?

All of the Foreign Entities, other than BRH and AP Professional Holdings LP, are owned, in part, indirectly by Apollo. The appropriate Apollo entities timely and properly filed the Forms 8865 and 8858 with respect to these Foreign Entities, but Apollo determined there was no need to provide the underlying information to the Taxpayers, or alert the Taxpayers that they might have similar filing requirements. Thus, the Schedule K-1for 2014 from the Partnership, provided to the Taxpayers, included all items of taxable income and loss attributable to the Taxpayers' interest in the Partnership, but did not indicate an obligation to file the International Information Returns with respect to BRH or any of the other Foreign Entities held through BRH. In fact, the Schedule K-1 included a footnote specifically stating that there were no filing requirements with respect to foreign partnerships during the 2014 tax year, and therefore a filing of Form 8865 was not required. The other Foreign Entities referred to, are either indirectly or constructively owned, in whole or in part, by BRH, and, as such, the tax information of such Foreign Entities is not directly reported to the Taxpayers or their tax advisors. As a result, neither the Taxpayers nor their accountants were aware that any other International Information Return filings were required and, in any case, they were not provided the information necessary to have properly completed the International Information Returns, making it impossible for the Taxpayers to timely file these informational returns. Importantly, all income reported on the Schedule K-1 from the Partnership was properly and timely reported to the IRS on the Original Return. A Form 8938 was also timely filed by the Taxpayers with the Original Return and is only being amended today to reflect the correct number of Forms 5471and 8865 in Part IV required to be filed by the Taxpayers. Finally, the information included on the applicable International Information Returns being filed today is either the same as, or is directly derived from, the information included on the Forms 8865 and 8858 previously filed by the appropriate Apollo entities with relevant adjustments to take into account the differing ownership percentages of the Apollo entities and the Taxpayers.

Brian S. Grieve I Associate

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas I New York, NY 10019-6064

www.paulweiss.com <http://www.paulweiss.com>

From: jeffrey E. [mailto:jeevacation@gmail.com <mailto:jeevacation@gmail.com> ]
Sent: Wednesday, February 08, 2017 1:44 PM
To: Brad Wechsler <BWechsler@imax.com <mailto:████████████████████████>; Grieve, Brian S
<████████████████████████████████████████████>; Leon Black <██████████████████
<mailto:█████████████████>

Subject: Re: Privileged and Confidential

Email communication:
*   Person: Grieve, Brian S
*   Date: Wednesday, Feb 8, 2017
*   Time: 2:38 PM
*   Content: "I have taken out the rolled into brh. Five times"

How about the below, which I think should sufficiently address the point and would be technically accurate based on our understanding of the facts here. If that works and Apollo signs off, we can dupe out the statements for all of the applicable years. Thanks, Brian

*************

All of the Foreign Entities, other than BRH and AP Professional Holdings LP, are owned, in part, indirectly by Apollo. The appropriate Apollo entities timely and properly filed the Forms 8865 and 8858 with respect to these Foreign Entities, but Apollo determined there was no need to provide the underlying information to the Taxpayers, or alert the Taxpayers that they might have similar filing requirements. Thus, the Schedule K-1 for 2014 from the Partnership, provided to the Taxpayers, included all items of taxable income and loss attributable to the Taxpayers' interest in the Partnership, but did not indicate an obligation to file the International Information Returns with respect to BRH or any of the other Foreign Entities held through BRH. In fact, the Schedule K-1included a footnote specifically stating that there were no filing requirements with respect to foreign partnerships during the 2014 tax year, and therefore a filing of Form 8865 was not required. The other Foreign Entities referred to, are either indirectly or constructively owned, in whole or in part, by BRH, and, as such, the tax information of such Foreign Entities is not directly reported to the Taxpayers or their tax advisors, but instead is rolled into the tax reporting of BRH. As a result, neither the Taxpayers nor their accountants were aware that any other International Information Return filings were required and, in any case, they were not provided the information necessary to have properly completed the International Information Returns, making it impossible for the Taxpayers to timely file these informational returns. Importantly, all income reported on the Schedule K-1 from the Partnership was properly and timely reported to the IRS on the Original Return. A Form 8938 was also timely filed by the Taxpayers with the Original Return and is only being amended today to reflect the correct number of Forms 5471 and 8865 in Part IV required to be filed by the Taxpayers. Finally, the information included on the applicable International Information Returns being filed today is either the same as, or is directly derived from, the information included on the Forms 8865 and 8858 previously filed by the appropriate Apollo entities with relevant adjustments to take into account the differing ownership percentages of the Apollo entities and the Taxpayers.

Brian S. Grieve | Associate
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas | New York, NY 10019-6064
███████████████████████████████████████████████████████████████| www.paulweiss.com
<http://www.paulweiss.com>

From: Okun, Brad R Sent: Wednesday, February 08, 2017 1:34 PM

; Jeffrey Epstein <jeevacation@gmail.com

<mailto:jeevacation@gmail.com>>

## Subject: Re: Privileged and Confidential

Sure

Brad R. Okun | Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas | New York, NY 10019-6064

<http://www.paulweiss.com>

From: Brad Wechsler

Sent: Wednesday, February 8, 2017 1:31 PM

To: Okun, Brad R; Grieve, Brian 5; Jeffrey Epstein

Reply To: Brad Wechsler

Subject: Re: Privileged and Confidential

Yes; but jeffrey feels better with language other than "based on". Think his "derived from" shld be able
to work??

Sent from my Verizon Wireless BlackBerry

From: "Okun, Brad R" <██████████████████████████████████████████████████

Date: Wed, 8 Feb 2017 17:53:35 +0000

To: Brad Wechsler<██████████████████████████████████████████████████; Grieve, Brian
S████████████████████████████████████████████████>; Jeffrey Epstein<jeevacation@gmail.com
<mailto:jeevacation@gmail.com> >

Subject: Re: Privileged and Confidential

4

## Subject: Re: Privileged and Confidential (cont.)

So long as we are referencing the same forms, we can say they are based on same information numbers). That is what we were proposing. Brad W, is that consistent with what you discussed with John?

Brad R. Okun | Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas | New York, NY 10019-6064
www.paulweiss.com
<http://www.paulweiss.com>

From: Brad Wechsler
Sent: Wednesday, February 8, 2017 12:42 PM
To: Grieve, Brian S; Jeffrey Epstein
Reply To: Brad Wechsler
Cc: Okun, Brad R
Subject: Re: Privileged and Confidential

Do you guys have a time; brian do you think we can use/work with jeffrey's notion of our numbers being derived from the previously filed apollo numbers?

Sent from my Verizon Wireless BlackBerry

- From: [redacted]
- Date: Wed, 8 Feb 2017 15:39:35 +0000
- To: [redacted] ; [redacted email]
- Reply-To: [redacted]
- Cc: [redacted]
- Subject: Re: Privileged and Confidential
- Body (visible): "Let's have [redacted] pick the best time for him in your windows and I'll do my best to join."
- Signature: "Sent from my Verizon Wireless BlackBerry"
- Notes: Several header fields are blacked out/redacted.

## Subject: Re: Privileged and Confidential (cont.)

From: "Grieve, Brian S"

Date: Wed, 8 Feb 2017 15:22:10 +0000

To: Brad Wechsler <blackened out>; Jeffrey Epstein<jeevacation@gmail.com <mailto:jeevacation@gmail.com> >

Cc: Okun, Brad R

Subject: RE: Privileged and Confidential

time. Thanks

Of course, Brad. I can discuss today between 130-3 and then again at 5 or after. Let me know the best

Brian S. Grieve I Associate Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New <u>York.</u> NY <u>10019-6064</u>

www.paulweiss.com

<http://www.paulweiss.com>

From: Brad Wechsler Sent: Wednesday, February 8, 2017 10:06:40 AM To: Jeffrey Epstein; Grieve, Brian S Cc: Okun, Brad R Subject: Re: Privileged and Confidential

Brian/Jeffrey-it wld be great if you cld pick a mutually convenient time today to speak so we can wrap this up. I'm sure everyone agrees its time to shut down. Let me know and I'll try to join tho its really the two of you who are critical. Thx, b

Sent from my Verizon Wireless BlackBerry

From: "jeffrey E." <jeevacation@gmail.com <mailto:jeevacation@gmail.com» Date: Tue, 7 Feb 2017 20:35:15 -0400 To: Grieve, Brian S

## Subject: Re: Privileged and Confidential (cont.)

## Subject: Re: Privileged and Confidential

the numbers included on the delinquent filings were directly derived using the previously filed apollo numbers and only modified for the change in ownership percentage. ( or something to that effect, )

On Tue, Feb 7, 2017 at 8:07 PM, Grieve, Brian S <bgrieve@paulweiss.com <mailto:bgrieve@paulweiss.com» wrote:

Brad as previously mentioned, we don't feel that statement is technically accurate. The numbers on the forms filed by Apollo entities would be different than the numbers on the forms filed by Leon because they own different percentages of the various underlying foreign entities. Also we know Apollo did not themselves file all required forms, e.g. 5471s, for certain years so there would need to be a carveback for that. I think the sentence I proposed earlier today is probably the best we can do on this particular point given the facts that exist. Or perhaps we can say "substantially similar to" rather than "essentially the same" if Apollo is comfortable with that statement.

Brian S. Grieve I Associate Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York. NY 10019-6064

www.paulweiss.com

<http://www.paulweiss.com>

From: Brad Wechsler
Sent: Tuesday, February 7, 2017 6:31:35 PM
To: Grieve, Brian 5; Jeffrey Epstein
Cc: Okun, Brad R
Subject: Privileged and Confidential

Brian/jeffrey-cld both of you live with the following language at the end of the second paragraph of the Background Section:

"Finally, the information in the International Information Returns previously filed by the Apollo entities is essentially the same as the information included in the applicable International Information Returns being filed today by the Taxpayers."

If the two of you sign-off I will run by Apollo legal and tax for final confirmation. Sent from my Verizon Wireless BlackBerry

## Subject: Re: Privileged and Confidential (cont.)

This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately.

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

## please note

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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

## 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

## please note (cont.)

jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved