EFTA00583213.pdf

ART ENTITY: TERM SHEET as of February 17, 2016 I. Entity. AP Narrows LP (the "Partnership") will be the new investment entity. II. Governance. A. Class A General Partner: Narrows Holdings LLC, with LDB as its Managing Member: 1. Makes all Partnership decisions other than those reserved to the Class B General Partner, including decisions to: (a) Make investments, including financial investments and investments in art, other tangible property and real estate; (b) Lend Partnership art for exhibitions; and (c) Rent Partnership property at fair market rental value. 2. Provides to partners: (a) Copy of the Partnership's financial statements and a statement of such partner's capital account, upon request; and (b) Such other reports as deemed advisable (e.g., annual reports describing investments and sales, investment policy statements and overview of the market; quarterly reports, including schedules of investments and sales). B. Class B General Partner: APO-B Trust, with Bradley J. Wechsler as Trustee: Makes all Partnership decisions relating to (a) distributions, (b) use of partnership property by partners for less than fair market rental value, (c) permission for a partner to pledge Partnership interests to lenders to support loans to such partner, and (d) dissolution of the Partnership. C. Removals. LDB, as Grantor of the APO-B Trust, has power to remove and replace the Trustee. Limited Partners holding at least 80% of Partnership interests may remove a General Partner. III. Withdrawal and Transfer Rights. A. Withdrawals. No withdrawals without consent of the Class B General Partner. B. Limitations on transfers: Transfers to family members (or trusts or other entities for their benefit) permitted. Transfers to others subject to rights of first refusal granted to the Partnership. EFTA00583213  2 IV. Use of Art. A. By partners and beneficiaries of partners (e.g., DRB) subject to use agreement; if LDB/DRB use property while both are living and married, no rent; otherwise rent will be required. B. By others, for fair market rent as determined by the Class A General Partner. C. For exhibition (to enhance value) as determined by the Class A General Partner. V. Eventual Structure. LDB Single mist Miro DRB and LDB's descendants. Managing Non -Managing Trustees have discretion to distribute income and principal. Membership Membership Trustees may create separate lifetime trusts for descendants. Interest Interest Narrows Holdings John Hannan and Bradley Wechsler, APO-01 APO-B Trust LLC Barry Cohen. Declaration Trustee Trustees Class A GP Limited Limited Limited Partner Partner Class s GP Interest Partner Interest Interest Interest 2% Interest* mss 18.9% 7.8% 69.3% la Narrows LP MEM S267 Million Art; $2 Million Cash • Contributed $2 million cash in addition to art. All others contributed only art. •• Purchased Class B GP Interest from LDB for approximately $5.3 million. EFTA00583214