<table><tr><th>From:</th><th>Joseph Vinciguerra</th></tr><tr><td>Sent:</td><td>Friday, December 29, 2017 4:34 PM</td></tr><tr><td>To:</td><td>jeffrey E.</td></tr><tr><td>Cc:</td><td>Barry J. Cohen; Brad Wechsler</td></tr><tr><td>Subject:</td><td>RE: Phaidon Sale PRIVILEGED AND CONFIDENTIAL</td></tr></table>

Jeffrey,

Barry asked me to me to respond directly to you.=nbsp; EY is finalizing a transaction deck that outlines each step of the t=ansaction, as well as the tax analysis for each piece. I expect it to be ready later next week. I can send it to you once l=have reviewed it. Empire was engaged by Elysium.

Please let me know if you would like me to walk =ou through the transaction or if you have specific questions.</=pan>

Thank you.

Joe

Joseph M. Vinciguerra I

=ax Director & Tax Counsel Elysium Management LLC I 445 Park Avenue Suite 1401, New York,=NY 10022 I Tel. (646) 589-0304 <mailto:jvinciguerra@elyslIc.com>

From: Barry J. Cohen
Sent: Friday, December 29, 2017 10:41 AM
To: Joseph Vinciguerra
Subject: Fwd: Phaidon Sale

Sent from my iPhone

Begin forwarded message:

From: "je=frey E." <jeevacation@gma=l.com <mailto:jeevacation@gmail.com» Date: December 29, 2017 at 10:04:37 AM EST To: "Barry J. Cohen" Subject: Re: FW: Phai

I would like to see the tax letter that describes th= loss. . document ? the loan? &nb=p; empire is being hired by exactly who.

On Fri, Dec 29, 2017 at 9:49 AM, Barry J. Cohen <=a href="mailto target="

You asked who sold what to whom. Here is a term sheet. =Let me know if you can tell what's going on from this. EFS is =rad.

please no=e

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