PRIVILEGED AND CONFIDENTIAL SULLIVAN & CROMWELL LLP July 12, 2017 Via E-mail MEMORANDUM TO: Ada Clapp Barry J. Cohen Bradley J. Wechsler (Elysium Management LLC) FROM: Charles T. Dowling Elizabeth A. Kubanik RE: Leon Black Estate Planning This memorandum summarizes our high-level thoughts on Leon Black's estate planning based upon the information and documents that have been provided to us and our discussions with you. As a general matter, we have been very impressed by Leon's planning to date, which we found to be creative, sophisticated and thorough. I. CLAT Planning a. Overview We believe the proposed CLAT planning would be a very effective means to minimize estate tax on Leon's estate and preserve assets for Leon's descendants. We see no reason not to implement this planning now as flexibility can be maintained to take into account potential tax changes by providing that the CLATs will be funded only in the event there is an estate tax upon Leon's death. Funding the CLATs with interests in Black Family Partners, L.P. ("BFP") has the potential to make the CLATs very successful in building value for the remainder beneficiaries as such interests are highly EFTA00591793