EFTA01854031

To: Jeffrey EMeevacation©gmail.comj From: Eileen Alexanderson Sent Wed 7/30/2014 5:53:08 PM Subject: acquisition structure Per advice from Paul Weiss: -APO 1 would form and fund a Bermuda or Cayman company (which would be disregarded if we `check the box') -The foreign company would set up a Delaware LLC as a US subsidiary of the foreign company -that US Subsidiary would then merge with Artspacc Inc -Artspace Inc is the surviving entity -we would convert Artspace Inc to an LLC, thereby allowing the benefit of losses it generates to flow up to Leon If desired we can add another layer by having APO form a Delaware LLC which then forms the foreign company Rationale for foreign company rather than a foreign trust relates to avoiding need for trustee and yet still has the attribute of it being tough to enforce a US judgment and harder to get jurisdiction over a foreign corp. Does this cover our needs? Thanks, E. EFTA_R1_00249963 EFTA01854031