ART ENTITY: TERM SHEET As of November 26, 2014 I. Entity. Narrows Holdings III L.P. ("Narrows III") will be the new investment entity II. Governance. A. Class A General Partner: Narrows Holdings LLC ("Narrows I"), with LDB as Managing Member 1. Makes all decisions other than those relating to (a) distributions, (b) use of property, (c) permission for withdrawals, (d) permission to pledge partnership interests to lenders to support loan, (e) capital calls and (0 liquidation of Narrows III 2. Makes investment decisions, including financial investments and investments in art, other tangible property and real estate 3. Makes recommendations to the Class B General Partner regarding capital calls for such purposes as: (a) (b) (c) (d) Making additional investments or acquisitions Insuring, storing and maintaining the entity's property Servicing bank or other debt Paying employee compensation/benefits 4. Provides to Partners: (a) (b) Annual reports describing investments and sales, investment policy statements and overview of market Quarterly reports, including schedules of investments and sales B. Class B General Partner: Newly created trust ("Trust B"), with LDB as the Grantor and a Trustee to be determined 1. Makes all decisions relating to (a) distributions, (b) use of property, (c) permission for withdrawals, (d) permission to pledge partnership interests to lenders to support loans, (e) capital calls and (0 liquidation of the entity LDB, as Grantor, will have power to remove and replace the Trustee III. Withdrawal and Transfer Rights. A. No withdrawals without consent of the Class B GP DocN: USI:9743891h2 EFTA00582850