EFTA00633589.pdf

From: Eileen Alexanderson < To: jeffrey E. <jeevacation@gmail.com> Subject: FW: Acquisition structure Date: Thu, 31 Jul 2014 15:25:40 +0000 I would think we would have the ability to keep some costs up in Phaidon Inc and therefore lose little with not being able to check the box. From: Eileen Alexanderson Sent: Thursday, July 31, 2014 9:49 AM To: Jeffrey Epstein Subject: Acquisition structure Please see sentiment expressed by Phaidon CEO. In an effort to address our need for protection and Keith's needs as well, I reached out to Paul Weiss this morn to ask if we could have Phaidon Inc own the LLC which then owns the Bermuda co etc. we lose the ability to 'check the box' but it would provide additional protection. How would you feel about this approach? Sent from my iPhone Begin forwarded message: From: Keith Fox Date: July 31, 2014 at 4:29:49 AM EDT To: Eileen Alexanderson Subject: A few thoughts Independent of structure, I really want to make a big deal out of the acquisition. It will build momentum for Phaidon as we navigate a new era. We have to be able to tout the purchase in the context of building Phaidon as a powerhouse brand. I hope my press outreach won't be affected by structure. This positioning will help me with authors, partners, and recruiting. Artspace + Phaidon has great brand potential. I also want to make sure employees feel like they are joining a powerful, well run company. I hope I won't have to explain an overly complicated "your part of Phaidon, but you're really a distinct entity and oh, by the way, you're separately funded by the Black's trust." This structure should be invisible to anyone but us. I plan to consolidate video and content, marketing, finance, business development, regional sales you get it. We should also consider implications of contracts. I want one tech platform, one email database, one server contract, etc. I'm not sure how to do that with separate companies. Regarding office space, I can figure out an interim plan which will include conference room sharing, adding seats to halls and putting folks in the kitchen. I don't think we should move artspace twice. Other idea is to keep them in their space until we move RA. I'm sure landlord will do a monthly agreement while he shows the space. I know you're in a difficult position and I will make it work, whatever we decide. Keep me in the loop and let me know if I should join your conversation with Leon. EFTA00633589 As always, thanks for everything you do for Phaidon. Keith Sent from my iPhone EFTA00633590