<table><tr><th>From:</th><th>Ada Clapp &lt;A</th></tr><tr><td>Sent:
To:</td><td>Wednesday, February 26, 2014 3:18 PM
ahalperin@paulweiss.com; Christopher L Hurtado</td></tr><tr><td>Cc:</td><td>Eileen Alexanderson; jeevacation@gmail.com; Richard Joslin</td></tr><tr><td>Subject:</td><td>GRATs</td></tr></table>

Hi Alan and Chris,

As you know, Leon is due to receive his first annuit= payment form the APO1 GRAT No. 2 (dated December 4, 2013) on March =, 2014. Please prepare the assignment form. We w=ll let you know the cash portion of the annuity after the dividend is paid=

At Rich 1's request, we would like the APO1 G=AT No. 3 to be dated March 4, 2014 ( this will align the annuity payments =or GRATs No 2 and 3). Would you please prepare a new GRAT agreement =nd assignment form. I am assuming that Leon wishes to re-GRAT the BFP interests he received from the APO1 GRAT on Janu=ry 24th and the BFP interest he will receive from the GRAT No. = on March 3rd. Jeffrey-can you confirm that my understanding is correct?=/p>

Regarding valuations, Leon will require a full valua=ion report for his gift to GRAT No. 3. Since Empire does not prepare=its valuations showing the value of a 1% interest in BFP but rather the va=ue of the entire interest transferred, if Leon re-GRATs BFP interests received on both January 24th and March 3rd, GRAT No. 2 will need a separate restric=ed use valuation report (RUVR) for its in-kind distribution of the annuity=payment to Leon on March 3rd. Likewise, the APO1 GRAT will need a RUVR for the January 24th in-kind distribution. Do you agree?

Thanks in advance!

Ada Clapp

Elysium Management LLC

445 Park Avenue

Suite 1401

New York, New York 10022

Direct Dia

Fax: 646-589-0330

Email:

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