Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022 Heather Gray Phone Email: To: Cc: Leon D. Black Bradley J. Wechsler Jeffrey Epstein From: Heather Gray Date: April 29, 2015 Re: Pablo Picasso, Buste de femme (Marie 772drese) (the "Work") I received comments this afternoon from Gagosian's lawyer on the Agreement of Sale for the Picasso. This memorandum summarizes my recommended modifications to the Agreement in response to Gagosian's comments. I. Timing. Gagosian's lawyer wants to specify how quickly Diana Howard must examine the work and prepare condition reports and how soon thereafter you must decide whether you are going forward with the sale and paying. I think Gagosian's suggested time frames are too short, so I would like to propose the following schedule instead: A. Initial Condition Report and First Installment Payment. • Within 5 business days after the agreement is signed, Diana Howard must examine the Work at TransArt International in Paris. Is this enough time for Diana to fly to Paris to examine the Work? Have you spoken with her about these arrangements? Would you like me to speak with her about them? • Within 4 business days after her examination of the Work, she must prepare a condition report and deliver it to you and Gagosian. • Within 2 business days after your receipt of the condition report, you decide if the condition of the Work is satisfactory to you and notify Gagosian of your decision. • You pay Gagosian $23,000,000 (20% of the purchase price) on the next business day after you notify him if the condition is satisfactory to you. If it is not satisfactory, you notify Gagosian that you are not proceeding with the sale and the agreement terminates. EFTA00622832