Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022 Heather Gray Phone: 646-589-0315 Email: To: From: Date: Re: Leon D. Black Heather Gray April 24, 2015 Pablo Picasso, Baste de femme (Marie Therese) This memorandum summarizes the terms of the Agreement of Sale between you and Gagosian Gallery, Inc. for the Picasso, Baste de femme (Marie Therise) (the "Work"). I. Buyer. You are listed as the buyer of the Work, but you have the right to assign the agreement to Narrows Holdings LLC, Debra or your children, or other entities created by or primarily for the benefit of you, Debra or your children. II. Purchase Price. The purchase price for the Work is $115,000,000. III. Timeline: • April 2015: The agreement is signed. Diana Howard examines the Work and prepares a condition report. If the condition is satisfactory to you, you pay Gagosian $23,000,000 (20% of the purchase price). The Work is in the possession of the owner. The owner is required to insure the Work for the full purchase price and you are named as a loss payee on the owner's insurance policy to the extent of your interest in the Work. • June 30, 2015: You pay Gagosian $34,500,000 (30% of the purchase price). The Work is still in the possession of the owner and the owner continues to insure it. • September 2015: The Work is shipped to MoMA for the "Picasso Sculpture" exhibition which is on view from September 14, 2015 — February 7, 2016. MoMA insures the Work for the full amount of the purchase price and you are named as a loss payee on MoMA's insurance policy to the extent of your interest in the Work. • October 1, 2015: You pay Gagosian $28,750,000 (25% of the purchase price). At this point, you will have paid $86,250,000 of the purchase price, but you will not have possession of the Work. EFTA00611521