EFTA00994586.pdf

From: "Jeffrey E." <jeevacation@gmail.com> To: Melanie Spinella Subject: Fwd: acquisition structure Date: Thu, 31 Jul 2014 09:56:27 +0000 lets speak, asset purchase is ok, but purchasing something with potential hair on it allows rats to crawl up the ladder. Forwarded message From: Eileen Alexanderson Date: Wed, Jul 30, 2014 at 10:31 PM Subject: Fwd: acquisition structure To: Jeffrey Epstein <jeevacation@gmail.com> Email below summarizes proposed ownership structure. However, Phaidon CEO was not pleased. He feels it is very important that ArtSpace is owned by Phaidon and it's people are employed by Phaidon. Begin forwarded message: From: Eileen Alexanderson Date: July 30, 2014 at 2:51:39 PM EDT To: "Lakhdhir, David K" Re: acquisition structure 1-APO Trust 1 would form and fund a new Delaware LLC (PAS LLC) 2-that Delaware LLC would form a Bermuda or Cayman company (which would be disregarded if we `check the box') 2-The foreign company would set up a Delaware LLC as a US subsidiary of the foreign company (AS LLC) 3-that US Subsidiary would form a Delaware LLC (AS Acquisition LLC) that would then merge with Artspace Inc 4-Artspace Inc is the surviving entity 5-we would convert Artspace Inc to an LLC, thereby allowing the benefit of losses it generates to flow up to Leon Rationale for the extra LLC below the foreign company was suggested by our CFO as follows: One thought on governance — Insert an LLC (entity) between Artspace and the Foreign corp. (This is similar structure to Phaidon Global LLC owning Phaidon LLC). Point is that this intermediary LLC is an entity that Keith can use to control/manage Artspace. We can also keep money here in a bank account that is then used to fund Artspace operations. We would not need to put money into Artspace LLC until needed. Otherwise, we would need to EFTA00994586 use Artspace's existing bank accounts and get involved in their banking issues. To sum, the only entity that would have a bank account is US LLC #2. All disregarded entities. Structure post acquisition would then look like this: Trust US LLC #1 Foreign Corp US LLC #2 Artspace Make sense? If so, we will need two rather than one LLCs formed today: AS LLC and AS Acquisition LLC. AS LLC should have Keith Fox as the Managing Member. I would think this LLC would sign the LOI. 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, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00994587