<table><tr><th>From:</th><th>Halperin, Alan S &lt;</th></tr><tr><td>Sent:</td><td>Wednesday, February 17, 2016 12:23 AM</td></tr><tr><td>To:</td><td>Jeffrey E.; Ada Clapp</td></tr><tr><td>Cc:</td><td>Brad Wechsler</td></tr><tr><td>Subject:</td><td>Re: Art Partnership</td></tr></table>

I am happy to discuss tenants in in common concept. I don't think the fut=re possibility of a TIC changes these documents. Alan

Alan S. Halperin | Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP

## From: Jeffrey E.

Sent: Tuesday, February 16, 2016 7:12 PM To: Ada Clapp Cc: Brad Wechsler; Halperin, Alan S Subject: Re: Art Partnership

Alan do you want to introduce the tenants in common here . Also who is=going to keep the books ? Did Joe or Joslin see this yet

On Tuesday, 16 February 2016, Ada Clapp <██████████████████████████████████████> wrote:

## Hi Jeffrey,

Last Thursday, I =ent you an email that included all the documents needed to implement the art partnership other than the first two noted below (see below) which you h=d previously reviewed. I asked if you wanted to see those documents but did not hear back from you. I =nderstand from Brad that you do want to see them. Attached are all of the documents needed =o implement the partnership, as follows:

1. Contribution Agreement between LDB and =he Partnership (with Schedule A);

2. Contribution Agreement between Narrows Holdings LLC and the Partnership (with Schedule A<=span>;

3. Contribution and Subscription Agreement between APO-01 Trust=and the Partnership (with Schedule

A);

4. APO.01 Trustees Resolution=/span> (whereby the=Trustees resolve to distribute to the APO-B Trust cash to enable it to buy the Class B GP i=terest from Leon);

5. APO-B Trustee Resolution (whereby the Trustee resolves t=at the trust will purchase the Class B GP Interest from Leon).

	6. Purchase and Sale Agreement (for the purchase of the Class B GP inte=est)

7. <=pan style="font-size:llpt">Assignment and Assumption Agreement (assigning the =lass B GP interest from Leon to the APO-B Trust);

8. =i>Resolution of Class A GP (amending the Partnership's LP agreement to reflect pa=tners and percentage ownerships post-sale of the Class B GP interest);

9. Certificate of Amendment to the Certificate of Limi=ed Partnership (amending the Partnership's Delaware filing to reflect the APO-B Trust as the Class B General Partner);

## Hi Jeffrey, (cont.)

10. <=>Art Use Agreement (whereby Leon (as a partner) and Debra (as a beneficiary of trus=s that are partners) are permitted rent-free use of partnership owned art); and

11. =rt Insurance Agreement (whereby each partner agrees to maintain separate insurance coverage over art it contributed to =he Partnership).

Also attached are the Limited Partnership Agre=ment of AP Narrows LP and the APO-B Trust Agreement. Please let me k=ow I you need any other documents or information in order to review the at=ached documents.

Best regards,

Ada

From: Ada Clapp
Sent: Thursday, February 11, 2016 11:53 AM
To: Jeffrey E. <jeevacation@gmail.=om>
Cc: Halperin, Alan S ; Brad Wechsler
Subject: Art Partnership

Good afternoon Jeffrey,

Attached are the revised documents needed to implement the art partner=hip. They await only your approval before sending them for signature= The revisions were needed in order to include the APO-01 Declaratio= as a limited partner in place of APO1 and APO2 (which no longer hold any art). There is also a new insurance a=reement designed to avoid underwriting risk limitations that we are told w=uld prevent the partnership from obtaining insurance covering its re-executed art hold=ngs. =we The have documents been holding that the did signed not change document). since your They sign are: off last May are not attached and will not be

1. LDB Contribution Agreement to AP Narrows LP

2. Narrows Holdings Contribution Agreement to AP Narrows LP

I have also not attached the Schedules showing the art to be contribut=d. Please let me know if you want to see any of the above referenced=documents.

Please let me know if you approve of the attached documents so that=l may send them for execution. Of course, I am happy to answer any questions you may have.

Thank you.
Ada Clapp
Chief Legal Officer
Elysium Management LLC

This communication and any attachment is for the intended recipient(s)=only and may contain information that is privileged, confidential and/or p=oprietary. If you are not the intended recipient, you are hereby not=fied that further

## Hi Jeffrey, (cont.)

dissemination of this communication and its attachments is prohibited. Please delete all c=pies of this communication
and its attachments and notify me immediately t=at you have received them in error. Thank you. =/font>

--

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

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

conversation-id 89188 date-last-viewed 0 date-received 1455668590 flags 8590195713 gmail-label-ids 6 2 remote-id 587983