From: Sent: Tuesday, February 23, 2016 11:39 PM To: Jeffrey E. Subject: Fw: Core Club = = </=iv> = Sent from my smartphone. From: Russ Stein Sent: Tuesday, February 23, 2016 17:45 To: Nathan Myhrvold Subject: Core Club Hi Nathan, FYI, we did a call today wi=h Jennie, her CFO, Dan, and their tax counsel at Dentonts.<= p> During the call it became a=parent to Jennie that her counsel had flipped the tax structure twice in w=at they sent us. They originally attempted to not have Cancellation of Indebtedness Income (CODI) which they then changed to a st=ucture that affirmatively attempted to force CODI. Her counsel also apolog=zed for not having informed us that he had flipped the structural approach=previously and the concern that that change had caused. During the call her counsel then also asked to bra=nstorm with us on a third structure he had thought of with a different COD= timing approach. Jennie recognized on her ow= during the call that her advisers kept changing the tax structure in a wa= that way that could expose you. &nb=p; =nbsp; &nb=p; I am speaking with Jennie I=ter today and I intend to say the following: 1. The =roposed structures are not nailed down enough to protect you from historic=l tax risk —she already recognizes this. 2. A wa= forward would be for us to only have you potentially invest in a new stru=ture that did not have the historical risk —as we had proposed originally. She could then use the proceeds to buy out her partner but wit=out involving you or your ownership, or, 3. Her =ide could really bake the structures, file the historical returns and also=resolve how we can all be comfortable that the landlord and lenders are reporting matching economic results to the IRS. EFTA_R1_01582793 EFTA02471264