From: jeffrey E. <[email protected]> Sent: Wednesday, November 26, 2014 9:33 PM To: Halperin, Alan S Subject: Re: Art Entity Term Sheet On Wed, Nov 26, 2014 at 4:31 PM, Halperin, Alan <mailto wrote: Thanks. The partnership, =s I envision it, will include a provision that allows the parties to sell =P interests provided that, if it the sale is to someone other than family members or trusts or other entities for family members, =he partnership has a right of first refusal. I suppose that we furth=r should allow for interests to be pledged as collateral for loans. Am I c=rrect that this approach is what you have in mind? Do you want us to add a sentence in the term sheet describin= permissible sales? Best. Alan Alan S. Halperin<=b> I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019.6064 <tel: (Direct Phone (Direct Fax) <http://www.paulweiss.com> <tel <mailto: www.paulweiss.com From: jeffre= E. [mailto:[email protected] <mailto:[email protected]> ] Sent: Wednesday, November 26, 2014 4:17 PM To: Halperin, Alan S Subject: Re: Art Entity Term Sheet yes, but would modify transferability to ability to =ell ok On Wed Nov 26 2014 at 4:02 PM, Halperin, Alan S <mailto > wrote: Is this what you had in mind? I hope you have a great Thanksgiving.<=p> EFTA_R1_01778634 EFTA02594591

Alan <te Alan=S. Halperin I Part=er Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 (=irect Phone) I =irect Fax) <mailto <http://www.paulweiss.com> www.paulweiss.com This message is intended only for the use of the Add=essee and may contain information that is privileged and confidential. If =ou are not the intended recipient, you are hereby notified that any dissem=nation of this communication is strictly prohibited. If you have received this communication in error, please erase=all copies of the message and its attachments and notify us immediately. please no=e 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 [email protected] <mailto:[email protected]> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved please =ote The information contained in this communication is confiden=ial, may be attorney-client privileged, may constitute inside informati=n, and is intended only for the use of the addressee. It is the propert= of JEE Unauthorized use, 2 EFTA_R1_01778635 EFTA02594592

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