AGREEMENT OF SALE THIS AGREEMENT ("Agreement") made and entered into as of the day of , 2015, by and between Gagosian Gallery, Inc., having an office at 980 Madison Avenue, New York, New York 10075 ("Seller"), and Leon D. Black, residing at 760 Park Avenue, New York, New York 10021 ("Buyer"). WITNESSETH: WHEREAS, Seller is acting as agent for the undisclosed owner ("Owner") of the work of art described on the attached Schedule A (the "Work"); and WHEREAS, Owner, through Seller, wishes to sell the Work to Buyer, and Buyer wishes to buy the Work from Seller, on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: 1. SALE. Seller hereby agrees to sell the Work to Buyer, and Buyer hereby agrees to buy the Work from Seller, subject to the terms and conditions of this Agreement. 2. PURCHASE PRICE AND PAYMENT. A. The purchase price of the Work ("Purchase Price") is One Hundred Fifteen Million Dollars U.S. ($115,000,000.00), plus New York sales tax of Ten Million Two Hundred Six Thousand Two Hundred Fifty Dollars U.S. ($10,206,250.00). B. Buyer will pay the Purchase Price and sales tax by wire transfer as follows: i. Twenty-three Million Dollars ($23,000,000.00) within five (5) business days after Buyer's receipt of the First Condition Report and approval of the Work's condition as set forth in paragraph S.A. below; ii. Thirty-four Million Five Hundred Thousand Dollars ($34,500,000.00) on June 30, 2015; iii. Twenty-eight Million Seven Hundred Fifty Thousand Dollars ($28,750,000.00) on October 1, 2015; iv. New York sales tax of Ten Million Two Hundred Six Thousand Two Hundred Fifty Dollars ($10,206,250.00) upon title to and possession of the Work passing from Seller to Buyer as set forth in paragraph 5.C.i. below; and v. Twenty-eight Million Seven Hundred Fifty Thousand Dollars ($28,750,000.00) on April 15, 2016. EFTA