<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Wednesday, February 24, 2016 12:04 PM</td></tr><tr><td>To:</td><td>Halperin, Alan S</td></tr><tr><td>Subject:</td><td>Re: Re:</td></tr></table>

if i owe you money and now i owe joe shmoe because he boug=t your note. i dont see any gain rec

On Wed, Feb 24, 2016 at 12:56 PM, Halpe=in, Alan
target=> > wrote:

I suspect that UBTI would be calculat=d based on some reasonable approach. Perhaps one would take a fraction of =he taxable income for the year. The numerator would be the number of days held by the charity and the denominator would =e 365. But we would need to investigate further.

Under current TRA, Tufts gain gives r=se to TRA rights only if the gain is triggered in connection with an excha=ge. Here, the Tufts gain would be triggered by the contribution to the DAF. Accordingly, under the current TRA, the resul=ing gain caused by the contribution would not give rise to any TRA payment=

I don't know about the =9Ctransfer" of the loan to another company. I suspect that a=y such assumption by another party would give rise to gain at that time.

I have copied Rick to get his reactio=.

Alan

Alan S. Halperin I Partner

Paul, Weiss, Rifkind, Wharton & Garrison LLP
| New York, NY 10019-6064

(Direct Phone)

(Direct

Fax)

www.paulweiss.com

<http://www.paulweiss.com>

From: jeffrey E. [mailto:jeevacation@gmail.comj Sent: Wednesday, February 24, 2016 6:46 AM

To: Halperin, Alan S
Subject: Re: Re:

thanks re ubti, so that if the charity c=nverted the units and sold the next day after receipt, how would it be cal=ulated . approx what amount if done next week for ex. - 2 how does =ufts gain impact TRA. not clear to me. re tufts gain, if the " loan " from agm was transferred to another =o but kept the loan outstanding and that co was owned by family members fo= ex. wouldnt it keep the gain outstanding?

On Wed, Feb 24, 2016 at 12:39 PM, Halperin, Alan S &lt;███████████████████████████████████████████████
&gt; wrote:

Is the tufts gain a per unit calculation?

I suspect that the answer is yes. The =E2 Tufts gain" results from a constructive distribution that =s attributable to a reduction in share of liabilities, The share of =iabilities is proportional (based on units), so a reduction in share of liabilities that results from disposing of a number of units shou=d be proportional to the number of units disposed of.=/u>

If the debt is are guaranteed, does the contributio= still trigger gain?

The purpose of the guarantee would be to avoid=a reduction in share of liabilities, so if it were done, it would presumab=y avoid triggering any Tufts gain. Remember that the guarantee is a =iable strategy to defer gain only if all three founders participate in the guarantee and that the guarantee involve= some economic risk.

What is the tax on ubti? For example if they =onated this week and the charity promptly sold the shares, is the UBTI limited to income during the time it was held?

The UBTI on which the charity owes tax is limi=ed to the income during the period that the charity owns the AOG units (an= until the charity completes the exchange with the public company). =ote that the donor advised fund may not accept property which generates UBTI. </=>

Alan S. Halperin I Partner
Paul, Weiss, Rifkind, Wharton & Garrison LIP
I New York, NY 10019-6064
(=irect Phone) I
(=irect Fax)
www.paulweiss.com
<http:/ www.paulweiss.com>

are the tufts gain are a per unit calculation? =if they are guaranteed. does it still trigger? what is the tax= on ubti. for example if they donated this week and immediatley sold the shares . . is it trapped ubti, or only during the tim= it was held?

On Tue, Feb 23, 2016 at 9:20 PM, Halperin, Alan S &l=  > wrote:

Jeffrey, please let me respond to you= questions.

Under the current documents, the prin=ipals cannot contribute the underlying AOG units to a donor advised fund. Assuming the relevant documents are modified to permit such a contri=ution, there is nothing inherit in the laws that govern donor advised fund= which would prohibit such a contribution. However, such a contribution wo=ld trigger the Tufts gain. Further, the donor advised fund would have taxable income, as the AOG units will gi=e rise to UBTI. Under the current TRA, the Tufts gain, unless part of a fu=ly taxable exchange, will not trigger any TRA payments.</=>

Exchanges, as distinct from subsequen= sales of the shares received in an exchange, are limited by various agreements, including the Agreement Among Principals and the Share=olders Agreement. Sales of shares, in turn, are limited by Rule 144. Howev=r, Rule 144 would not apply to shares sold by a donor advised fund.=u>

Exchanges by Leon or BFP are reported=on Form 4. Assuming charity is not an affiliate of Leon or AGM, there is no Exchange Act reporting applicable to an exchange by the charit=. However, in the event that the charity owns 5% or more of the Clas= A shares, then there may be other reporting requirements (such as under S=ction 13(d) of the Exchange Act).

Alan

Alan S. Halperin | Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP
New York, NY 10019-6064

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From: Jeffrey E. [mailto:jeevacation@gmail.com]
Sent: Sunday, Februa 21 2016 5:15 AM
To: Halperin, Alan
Subject: Re:

can the units be contributed to a donor advised fund=? are the exchanges limited by a 144 volume restriction.=C2 . is there an sec filing requirement on exchange . sale or bot=?

On <u>Sun,</u> Feb 21, <u>2016</u> at 12:50 AM, Halperin, Alan S
wrote:

Ab=ent a tax-free exchange, the TRA is triggered at exchange. The units canno= be contributed

to charity. Alan

=C2

Al=n S. Halperin I Partner

Paul, Weiss, Rifkind, Wharton & Garrison =LP

New York,=C2 NY 10O19-6064

(Direct Phone) |

(Direct Fax)

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

From: Jeffrey E.

Sent: Saturday, February 20, 2016 4:32 PM

To: Halperin, Alan S

Subject: Re:

understood. when is the tra triggered normally= when exchanged or when sold? can the units be don=ted to charity or does it carry ubti

On Sat, Feb 20, 2016 at 11:56 PM, Halperin, Alan S <████████████████████████████████>
████████████████████ wrote:

4

Be=ore contribution to charity, a principal can exchange AOG units for AGM sh=res in a tax free exchange. After the contribution, charity can sell =8E. Under current TRA , there is no TRA payments associated with the foregoing steps. Alan

Al=n S. Halperin I Partner

Paul, Weiss, Rifkind, Wharton & Garrison =LP

New York,=C2 NY 10019-6064

(Direct Phone)

(Direct Fax)

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

From: jeffrey E.

Sent: Saturday, February 20, 2016 3:48 PM

To: Halperin, Alan S

Subject: Re:

tax free exchange, is that the same as d=nating the stock to charity. . if the charity
sells the stock=C2 , what happends to the step up

On Sat, Feb 20, 2016 at 11:25 PM, Halperin, Alan S &=t;ahalperin@p=ulweiss.com
<mailto:ahalperin@paulweiss.com> > wrote:

Alan
Un=er TRA, no TRA rights are triggered in connection with a tax-free exchange=

=C2

Al=n S. Halperin | Partner
Paul, Weiss, Rifkind, Wharton & Garrison =LP
 | New York,=C2 NY 10019-6064

(Direct Phone) |

(Direct Fax)

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

From: jeffrey E.

Sent: Saturday, February 20, 2016 2:04 PM

To: Halperin, Alan S

Subject:

what happened to rowens tra when he donated the shar=s in may of 14

5

please no=e

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