EFTA00592208.pdf

The Haze Trust MEMORANDUM To From: Value Date: Vahe Darren K. Indyke November 23, 2016 Debit Account # : N4G-024943 ************************************************************************ Please wire Twenty Five Million Dollars (25,000,000) from the above account to: Bank: Bank of America 135 S. Lasalle Street, Chicago, IL 60603 ABA: 026009593 Credit: CDEC Clearing Account Account #: 5201904546 Further Credit To: Trust Account No: 543270 Trust Name: AP Narrows Holding LP/BMO Trustee Telephone confirmation: Chicago Deferred Exchange Company, LLC (312)580-9640 Attn: James Barrios EFTA00592208 Bank: ODE C Chicago Deferred Exchange Company. HAze TioF 125,000,022. WIRE TRANSFER INSTRUCTIONS Bank of America 135 S. LaSalle Street Chicago, 11 60603 ABA 026009593 Credit: COEC Clearing Account Account No.: 5201904546 Further Credit To: Trust Account No.: 543270 Telephone Confirmation: Trust Name: AP Narrows Holding LP/BMO Trustee Chicago Deferred Exchange Company, LLC (312) 580-9640 Attn: James Barrios WINW.CDECIO3I.CON CHICAGO NEW YORK SAN OIEGO SAN FRANCISCO (866)677 1031 (877) 449 1031 (8771446 1031 (877)448 1031 EFTA00592209 From: Darren Indyke Subject: Fwd: images Date: November 23.2016 at 8.06 AM To: Richard Kahn 6? See attachments to Heather's email below. Haze is just purchasing Giacometti for $25MM and Braque FOR $5MM. Two separate wires - $25MM with reference to AP Narrows for Giacometti and $5MM with reference to LDB 2011 LLC for the Braque. Sent from my iPhone Begin forwarded message: From: Heather Gray Date: November 22. 2016 at 4:00:53 PM EST To: Darren Indyke Cc: jeffrey E. Subject: RE: images div> Hi Darren, Attached for your review are draft Bills of Sale for the Giacometti, the Schiele and the Braque. I need to know the name and address of the buyer for each document, and also where each work will be shipped. Also attached are the wire transfer instructions, which I will attach to the respective Bills of Sale once they are ready to be finalized. Both payments are going to the same account, but the reference will be different for each (AP Narrows for the Giacometti payment, LDB 2011 LLC for the Schiele and Braque payments). As I told Jeffrey and as the Bills of Sale indicate, his payments must be in the CDEC bank account by noon tomorrow in order for these deals to be completed, so he will need to send wire transfers first thing in the morning. Please have someone send me the fed wire reference numbers once the payments have been made. Please let me know if you have any questions or comments on the Bills of Sale. Best, Heather Heather Gray EFTA00592210 To: Heather Gray Subject: Re: images pleaes send all documents to darren On Tue. Nov 22, 2016 at 3:26 PM, Heather Gray e > wrote: ' Jeffrey. 1-lere are image and descriptions of the works: Elysium Management LLC 445 Park Avenue Suite 1401 New York. NY 10022 646-589-0315 From: jeffrey E. Sent: Tuesday, November 22, 2016 3:33 PM ; Darren Indyke < > I I Georges Braque Le Gueridon signed 'Braque' (on the reverse) oil on canvas 16 x 13 in. Painted in 1911 EFTA00592211 12Cozov✓ Alberto Giacometti I Figure moyenne H signed and dated 'A. Giacometti 1947' (on the top of the base); inscribed with foundry mark 'Alexis Rudier I ondeur Paris' (on the back of the base) bronze with golden brown patina 51 in. high Executed in 1947 I Patin gehiele EFTA00592212 Flusslandschaft mit zwei Bitumen signed and dated 'EGON SCHIELE 1913' (lower left) oil on canvas 35 x 35 3/8 in. Painted in 1913 Best, Heather Heather Gray Elysium Management LLC 445 Park Avenue Suite 1401 New York. NY 10022 EMS please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please noti us immediate! by return e-mail or by e-mail to and destroy this communication and all copies thereof. including all attachments. copyright -all rights reserved :® Giacometti Bill of Sale - CDECRE to buyer.doc Schiele Bill of Sale - CDECRE to Buyer.doc EFTA00592213 From: Jeffrey E joevacation&gmancom Subject: haze Date: November 23. 2016 at 5:11 AM To: Richard Kahn Darren Indyke OKIESCWaol corn ok to wire the 30 million. to darren directions please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notif us immediate) by return e-mail or by e-mail to and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00592214 BILL OF SALE Dated: November 23, 2016 Sold by: CDECRE Artwork EAT LLC do Chicago Deferred Exchange Company 135 S. LaSalle Street, Suite 1940 Chicago, IL 60603 Sold to: [JEE ENTITY] [ADDRESS] [ADDRESS] Work Sold: Artist: Alberto Giacometti Title: Figure moyenne II Medium: bronze with golden brown patina Size: 51 in. high Date: 1947 Signed: signed and dated 'A. Giacometti 1947' (on the top of the base); inscribed with foundry mark 'Alexis Rudier Fondeur Paris' (on the back of the base) Purchase Price: $27,000,000 $0 NY sales tax (out of state delivery to Buyer) $27,000,000 Payable in full: No later than 12:00 pm on November 23, 2016 ("Seller") ("Buyer") ("Work") ("Purchase Price") Seller hereby agrees to sell the Work to Buyer, and Buyer agrees to buy the Work from Seller, subject to the terms and conditions set forth herein. Upon receipt of the Purchase Price in Seller's Bank Account (as defined on Schedule A) in good and immediately available funds on or before 12:00 pm Eastern Daylight Time on November 23, 2016, Seller will sell, transfer and convey to Buyer the Work, and all right to possession and all legal and equitable ownership of the Work, to have and to hold the Work unto Buyer, its successors and assigns, forever. Notwithstanding anything in this Bill of Sale to the contrary, if the Purchase Price is not received in Seller's Bank Account in good and immediately available funds by 12:00 pm Eastern Daylight Time on November 23, 2016, the sale will be cancelled, title to the Work will not pass to Buyer, this Bill of Sale shall be automatically terminated and neither party shall have any further obligation or liability to the other. Seller represents and warrants that: (i) Seller is the sole and legal owner of the Work; (ii) Seller has the full right and legal authority to execute and deliver this Bill of Sale and to transfer exclusive and unrestricted possession of the Work and good, valid and marketable title to the Work to Buyer, free and clear of all claims, liens or other encumbrances; and (iii) the Work is the same work of art that is described above. EFTA00592215 Seller agrees to arrange for delivery of the Work to Buyer at Buyer's premises in Paris, France. Seller's representations and warranties will survive completion of the transactions contemplated by this Bill of Sale and shall be binding upon Seller and its successors, assigns and legal representatives and shall inure to the benefit of Buyer and its successors, assigns and legal representatives. This Bill of Sale represents the entire understanding of the parties hereto, supersedes all other and prior agreements between the parties with regard to the Work and declares all such prior agreements between the parties null and void. The terms of this Bill of Sale may not be modified or amended, except in a writing signed by both parties. This Bill of Sale shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflict of law principles. Any dispute arising hereunder shall be resolved in the New York State Supreme Court, New York County, or in the United States District Court for the Southern District of New York, and the parties hereto consent to the personal jurisdiction of those courts. This Bill of Sale may be executed in counterparts, and delivered by facsimile or PDF, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. SELLER CDECRE Artwork EAT LLC By: CDECRE, LLC Its: Sole Member By: Name: Title: BUYER PEE ENTITY] By: Name: Title: 2 EFTA00592216 SCHEDULE A SELLER'S BANK ACCOUNT "Seller's Bank Account" shall mean the bank account indicated on the attached wire transfer instructions. 3 EFTA00592217