ART ENTITY: TERM SHEET I. Form A. LLC B. Amended and Restated Narrows Holdings LLC C. Subject to working out loan/pledge arrangements (alternative: Amended and Restated Narrows Holdings II LLC and fund with art not pledged) II. Governance A. Manager: APO I Trust, by its Trustees 1. Distribution 2. Use 3. Liquidation 4. Appoints/oversees officers and committee members B. Officers 1. Chief Art Officer: Leon 2. Chief Financial Officer: Leon 3. Treasurer: Eileen 4. Secretary: Diana C. Committees 1. Art Acquisition and Sales: Leon (and Diana and one or more children?) 2. Financial Investments: Leon (and Eileen? Barry Cohen?) D. Removal, Replacement and Succession 1. As to Manager, by majority in interest; provided if Leon participates, successor may not be related or subordinate 2. Manager can remove officers and committee members 3. Note that Leon has power to remove and replace APO 1 Trustees and therefore the Manager Does: USI:9534405v4 EFTA01202868