PRIVILEGED - ATTORNEY WORK PRODUCT - DRAFT EMPIRE VALUATION CONSULTANTS. tic PRIVATE & CONFIDENTIAL April 28, 2016 Alan Halperin, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Dear Mr. Halperin: You have requested that Empire Valuation Consultants, LLC ("Empire") provide a response to the IRS's request for an explanation of the lack of control and marketability discount applied in Empire's valuations of: (1) a 37.75% interest in Black Family Partners, LP ("BFP") as of October 25, 2013; and (2) a 34.53% interest in BFP as of December 4, 2013. Since the IRS's request for information regarding each valuation is reasonably consistent and a similar response would be prepared for each, a single response that is applicable to both inquiries is presented. We understand the IRS is seeking an explanation as to why Empire selected lack of control and marketability discounts that appear lower than benchmark information regarding lack of control and marketability discounts presented in Empire's valuation reports. Empire considered information presented by Mergerstat Review 2013, Mergerstat's 3'd Quarter Control Premium Study, Closed End Investments Companies, and the FMV Restricted Stock Study as guidance for selecting an applicable lack of control and marketability discount. While these items are referenced separately in our report, Empire determined that it was reasonable to select a combined lack of control and marketability discount that was below a combined level of the low end of the ranges of these sources. This was done because of a number of factors, the primary ones being: • On one hand, as discussed in the valuations prepared by Empire, Article 3.4 of the BFP Agreement states that BFP's partners may withdraw any portion of their capital account at any time. Further, upon such withdrawal the Partnership shall distribute assets of the Partnership to the withdrawing partner. • Howe