letali Draft

letali Draft November Sr 204443. 2014 CONSENT AND RELEASE AGREEMENT CONSENT AND RELEASE AGREEMENT (this "Agreement"), dated as of 2011,2014 by and among CORBIN CAPITAL PARTNERS, L.P., a Delaware limited partnership ("CCP LP), CORBIN CAPITAL PARTNERS MANAGEMENT, LLC, a Delaware limited liability company ("CCPM LLC' and, together with CCP LP, the "Corbin Entities"), CORBIN CAPITAL PARTNERS GROUP, LLC, a Delaware limited liability company ("General Partner"), CORBIN CAPITAL PARTNERS ASSET MANAGEMENT, LLC, a Delaware limited liability company, and the sole managing member of CCPM LLC (the "Managing Member"), and-DANTEL-B,aan-individual-having-an-offies-at-g45-Madisen Ave., 33rd Floor, New York, NY 10022 ("Zwirn"). DANIEL B. ZWIRN, a natural person ("Zwirn") JEEPFRS INC a !hilted States Virgin Islands corporation ("Jeepers") and JEFFREY EPSTEIN, a natural person ("Epstein"). RECITALS: A. Zwirn is a limited partner in CCP LP. The General Partner is the sole general partner of CCP LP. Zwirn is a party to that certain Second Amended and Restated Limited Partnership Agreement, dated as of May 1, 2007 (the "May 2007 CCP LPA"). The May 2007 CCP LPA provides that (i) it may be amended at any time by a Majority of Partners (as defined therein), which majority must include the General Partner and (ii) each partner must approve any amendment that would adversely affect such partner in any material respect. B. CCP LP has advised Zwirn that CCP LP is now-governed by that certain Third-Fourth Amended and Restated Limited Partnership Agreement, dated as of January 1, 24W012 (as the same may from time to time be amended, or amended and restated, and in effect, the "January 20102012 CCP LPA"). Zwirn did not approve or consent to the January 2010 CCP LPA. The and date-kiereefr is-hereinafler-F010f+0440-afrtheCGP--LA422012 CCP LPA. Zwirn also did not approve or consent to the Third Amended and Restated Limited ILAgreemenLoiCCP dated as ofJanuary I. 2010. which contains the same amendment provisions as the May 2007 CCP J PA described above C. Zwirn is a non-managing member in CCPM LLC. The Managing Member b the sole managing member of CCPM LLC. CCPM LLC in governed byZwirn is a party to that certain Second Amended and Restated Limited Liability Company Agreement, dated as of May 1, 2007 (the "May 2007 CCPM LLCA"). The May 2007 CCPM LLCA provides that (i) it may he amended at any time by a Majority of Members (as defined therein), which majority must include the Managing Member and (ii) each member must approve any amendment that would adversely affect such member in any material respect, 1) CCPM TIC has advised Zwirn that CCPM Hr. is governed by that certain Fourth Amended and Restated Limited Liability Company Agreement, dated as of January 1, 2012 (as the EFTA01098657 same may from time to time be amended, or amended and restated, and in effect, the "CC-PM-LW 7017 CCPM I.1 CA 7wim also did not approve or consent to the Third Amended and Restated Limited Liability Co_moaav Agreement of CCPM LLC dated as of lanuary 1. 7.010.mhich contains the same amendment provisions as the May 2007 CCPM LLCA described above. DE. Zwim's total interest as a limited partner in CCP LP consists of both an interest as a Foundation Partner (as defined in the CCP LPA) (the "Foundation LP Interest') and an interest as a Purchase Partner (as defined in the CCP LPA) (the "Purchase LP Interest"; and Zwirn's Foundation LP Interest and Purchase LP Interest collectively, the "CCP LP Interest'). £F. Zwim's total interest as a non-managing member in CCPM LLC consists of both an interest as a Foundation Member (as defined in the CCPM a-C—AgreernettiLLCA) (the "Foundation LLC Interest') and an interest as a Purchase Member (as defined in the CCPM AgrecmcntLLCA) (the "Purchase LLC Interest"; and Zwim's Foundation LLC Interest and Purchase LLC Interest collectively, the "CCPM LLC Interest"). Zwim's CCP LP Interest and CCPM LLC Interest are referred to collectively as the "Zwirn Corbin Interests"). PrTheG. Assuming that the purchase and sale contemplated by the Interest Purchase Agreement is consummated (whether pursuant to Section 6. 8.5(a) or 8.5(b) thereof). the Foundation LP Interest represents, among other things, a 442/0-Ineentive-Pereemagera-14% IsAnnagement2.16% Revenue Percentage and 1.5% Sale Percentage (each as defined in the CCP LPA) TheAssuming that the purchase and sale contemplated by the Interest Purchase Agreement issonsummated_fwkeLther_ Purchase LP Interest represents, among other things, a 3% Incentive Percentage, a 3% Managemcnt4.32% Revenue Percentage and_a 3% Sale Percentage (each as defined in the CCP LPA). Gr-TheH. Assuming that the purchase and sale contemplated by the Interest Purchase Agreement is consummated (whether pursuant to Section 6. 8.5(a) or 8.5(b) thereof), the Foundation LLC Interest represents, among other things, a 1.5% Incentive Percentage, a 1.5% Menagenlena Percentage and 1.5% Sale Percentage (each as defined in the CCPM LLC Agreement). TheAssuming that the purchase and sale contemplated by the Interest Purchase Agreement is consummated (whether pursuant to Section 6 8 5(a) or 8 5(b) thereof) the Purchase LLC I 32 nterest represents, among other things, a 346-Ineentive-Peceentager a-Wir Menegeraern4 Revenue Percentage and 3% Sale Percentage (each as defined in the CCPM LLC Agreement). 141. Zwirn, the Corbin Entities, the General Partner and the Managing Member have been involved in certain disputes relating to Zwirn's rights as a limited partner of CCP LP and as a non-managing member of CCPM LLC. On4nly-2-5720-1*ZWifli-and-Jeffrey-Epateaein en4ered-inte-itn-agreement read-inte-the-rener-d-aT-an-arbitfatien-preeeeding-at-the-New—Y-Grk-efftees-ef---JAME-hefece-the Hcnorable Anthony J. Carpinellc (thc "July25 Sale Agreement') that Zwirn would aell the Zwirn Gechin-Imerests-te-Epsteinr and-Epstein-Nveuld-purehese-The-Zwirn-Derbin-InteFests-ffern-Zycien; subjnet-te-the-r-eeeipt-ef--the-r-equir-ed-appr-evak-fer--the-sale-ef--the-Zwim-C—efbin-InteFests,Jrin The-eettfse-ef-seeleing-the-required-eensems-te-the-se4e-ef-the-Z-witrn-Gerbin-lifieresTs-by-Zwiffi4e 2 EFTA01098658 Epsteinrthe-cor-hin-Entities-eitpitessed-their-desire-to-heve-Thiey-tviel4frie-FAueft-eitierekase the Chief Executive Of ieer of CCP LP and CCPM LLC, purchase the Zwirn Corbin Interests and wiihhelel-its-eenseitt-to-the-sele-efThe-Z-eArn-C-erbin-interests-te-Epsiein en-er—feilowifig partners of CCP LP and existing non-managing members of CCPM LLC have entered into a certain interest purchase agreement dated 7011 (the "Interest Purchase Agreement") pursuant to which (1) Zwirn will agree to, and upon Closing of the transactions contemplated thereby (whether ursuant to Section 6 8.5 a or 8.5 b thereo 1 Zwim shall (x) Transfer (as defined in the CCP LPA) his entire CCP LP Interest, including both his Foundation LP Interest and his Purchase LP Interest, to Purehasepthe Purchasers and (y) Transfer (as defined in the CCPM LW Agreement) his entire CCPM LLC Interest, including both his Foundation LLC Interest and his Purchase LLC Interest, to Purehoserthe Purchasers ((x) and (y) collectively, the "Transfer"), and (2) -Pureheseewill-egree-lePurchasers shall purchase the Zwirn Corbin Interests- For an av_reed anon ourchase_w ce_ a portion of which will be naid to Zwim and a tzortioa.of width will be paid to Jeepers at the direction of Zwirn, all at certain times as set forth therein, and (3) certain amounts available for distribution by the Corbin Fntities for each of the 2012 fiscal year and 2013 fiscal year that are otherwise distributable to Zwirn shall instead be distributed to Jeepers. In addition in connection with the consummation of the Transfer Zwim will elect to be treated as a Class B Partner and a Class B Member and furnish his consent to the January 2012 CCP LPA and the January 2012 CCPM LLCA. LIC In connection with the consummation of the Transfer, Zwim and Purehaser--pr-epese tete Purchasers shall enter into an Assignment and Assumption Agreement with respect to the CCP LP Interests in the form attached as Exhibit A-1 hereto (the "CCP LP Assignment Agreement') and an Assignment and Assumption Agreement with respect to the CCPM LLC Interests in the form attached as Exhibit A-2 hereto (the "CCPM LLC Assignment Agreement"). it4L. In order to induce Zwim to sell the Zwim Corbin Interests to Aur-ehasefthe Purchasers and in order to induce (i) CCP LP and the General Partner to consent to the Transfer of the CCP LP Interest to Puchaser-and-oeftain-r-elated-niatteffir andthe Purchasers. (ii) CCPM LLC and the Managing Member to consent to the Transfer of the CCPM LLC Interest to Pureheser-ontl-eeftaift relatetil-fnagersthe Purchasers, (iii) CCP LP to make the acknowledgments and agreements set forth in Section 3 6(c) and (iv) CCPM TIC to make the acknowledgments and agreements set fgablacsagulad, the parties have agreed to the covenants, restrictions and mutual releases set forth herein. 'Chet to consider adding recital re: Jeepers and Epstein) M. Capitalized tcnns used and not otherwise defined herein have the meanings ascribed to such terms in the Interest Purchase Agreement. NOW, THEREFORE, the parties hereto agree as follows: 1. Consent. 3 EFTA01098659 1.1 Consent to Transfers. CCP LP and the General Partner hereby consent to the Transfer of the CCP LP Interest to Purekeserthe Purchasers. CCPM LLC and the Managing Member hereby consent to the Transfer of the CCPM LLC Interest to Pure/reset-the Purchasers. 1.2 Effect of CCP LP Assignment Agreement. CCP LP and the General Partner hereby agree that effective upon the delivery to the General Partner of a copy of the CCP LP Assignment Agreement executed by Zwirn and by rach Purchaser: (i) the Transfer of the CCP LP Interest to Purehaserthe Purchasers shall be recognized by CCP LP and the General Partner, and (ii) Zwim shall cease to be a limited partner and shall have no further rights or obligations under the CCP effect on May 1, 2007 that, by the terms thereof, survive his withdrawal from CCP LP) or the affecting the CCP LP Interests to which he is a partyr inn and Zwirn shall have no further rights or obligations as a limited partner of CCP LP (except for any rights retained by 7,wrm as a former hmrted partner of CCP I P under Sections 2.08 and 8.02 o (the CCP LPA and obligations retained b partner of CCP LP pursuant to the terms of the CCP LPA), and, except as otherwise set forth in the parenthetical in this Section 1 2_ each Purchaser shall succeed to Zwim's rights and obligations thereunder, and Zwirn shall have no further rights as a limited partner of CCP LP except for hi:. fights-as-a-fermer-timited-penner-undef-Semiens4,08rand-8,02-841 For the avoidance of doubt Zwim shall not be entitled to his Liquidating Share (as such term is defined in the CCP LPA1. 1.3 Effect of CCPM LLC Assignment Agreement. CCPM LLC and the Managing Member hereby agree that effective upon the delivery to the Managing Member of a copy of the CCPM LW Assignment Agreement executed by Zwim and by each Purchaser: (i) the Transfer of the CCPM LLC Interest to Fureintsetthairabasess shall be recognized by CCPM LLC and the Managing Member, and (ii) Zwim shall cease to be a member of CCPM LLC and shall have no further rights or obligations under the CCPM LLC Agreement (except for those of Zwim's temls-themer-r sum4ve-hin-withdrawel-ffem-GC-P-M-LL-C)-0F414e-supplememary-agmementnIAS or the Supplementary Agreements affecting the CCPM LLC Interests to which he is a party and Zwirn shall have no further rights as a member of CCPM LLC (except for anv rights retained by Zwirn as a former member of CCPM LLC under Sections 2.08 and 8.02 of the CCPM LLCA the CCPM LLCA). and, except as otherwise set forth in the parenthetical in this Section 1.3. each Purchaser shall succeed to Zwim's rights and obligations thereunderr nftd-awirn-Aell-have-ne fufther-rights-es-ainember-OFGGPN4-L-L-C—eteept-fer-Ins-rights-as-a-fenzaermiember-under-Semiens 2.08 and 8.02 of the CCPM LLC Agreement as a member of CCPM LLC. For the avoidance of doubt_ 7wirn shall not he entitled to his Liquidating Share (as such term is defined in the CCPM LLCA) 2. Representations and Warranties. 2.1 Representations and Warranties of Zwirn. Zwirn hereby represents and warrants to the other parties that: (a) Execution and Delivery. This Agreement has been duly executed and delivered by Zwirn and constitutes the legal, valid and binding obligation of Zwirn enforceable 4 EFTA01098660 against him in accordance with its terms, subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 2.2 Representations and Warranties of CCP LP. Each of CCP LP and the General Partner hereby represents and warrants to Zwim that: (a) Organization, Good Standing and Authority. CCP LP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by CCP LP and the General Partner have been duly authorized by CCP LP's partners, to the extent required. (b) Execution and Delivery. This Agreement has been duly executed and delivered by CCP LP and the General Partner and constitutes the legal, valid and binding obligation of CCP LP and the General Partner enforceable against each of them in accordance with its terms, subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 2.3 Representations and Warranties of CCPM LLC. Each of CCPM LLC and the Managing Member hereby represents and warrants to Zwim that: (a) Organization. Good Standing and Authority. CCPM LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by CCPM LLC and the Managing Member has been duly authorized by CCPM LLC's members, to the extent required. (b) Execution and Delivery. This Agreement has been duly executed and delivered by CCPM LLC and by the Managing Member and constitutes the legal, valid and binding obligation of CCPM LLC and the Managing Member enforceable against each of them in accordance with its terms, subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). la Representations and Warranties of Jeeners. Jeeners hereby represents and warrants to the other parties that- (al Organization. Good Standing and Authority. Jeeners is a comoration duly organized, validly existing and in good standing under the laws of the United States Virgin Islands, and has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Jeepers has been duly authorized by Jeeper's board of directors and/or shareholders, to the extent required. 5 EFTA01098661 fhl Execution and Delivery. This Agreement has been duly executed and delivered by JeePers and constitutes the legal, valid and binding obligation of Jeeners enforceable against it in accordance with its term. subject as to enforceability, to general principles of equity ,includint> principles of commescialiegt good failh_and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). 7 5 Representations and Warranties of Epstein Epstein hereby represents and wan-ants to the other parties that: (a) Execution and Delivery. This Agreement has been duly executed and delivered by Epstein and constitutes the legal, valid and binding obligation of Epstein enforceable against him in accordance with its terms, subject, as to enforceability, to general principles of equity _including principles good faith antLfair dealingiregardles of whether enforcement is sought in a proceeding at law or in amity). (b) Ownership of Jeepers Epstein is the sole shareholder of Jeepers and has the sole eomorate power and authority to bind Jeeoers to the terms of this As eeme_nt and_ to enter into the transactions contemplated thereby. 3. Covenants. 3,11—Cseratien-witharaiserrEash-ef-GC-P-LP-and-GC-P1).44=LC—anknewietlges-that the-pur-shaseriee-te-be-paid-by-Pur-ehasec-fec-the-Zwim-Gethin-latecests-te-be4FansfeFreel-veill-be iletermined-by-an-appfaiser-selee4e€1-by—Purthaser-frein-a-hst-apprevetil-by-Zwim-fthe44ppraiseen) and—agr-ees—te—give—the—Appfaiser—pr-emptr fi+14—and—complete—aeeess-te-and-cepies-a-sueh infetmatiefrregar-ding-eadand-GGPM-LIC—es-mey-be-reasenebly-requested-by-the Appfaisec-in-er-der-te-per-feEm-its-duties-and-Fnake-the-detecminations-required-ef-it Eaeh-ef-C-C-P MLand-GGPM-6L-G-shall-promptir furnish-awirtmvith-eepies-ef-a41-infermatien-sttpplied-by-it-te theappreiseci-prevideilr hewevecr thet-GGP-6P-aftd-C-GPM-61.G-shell-net-be-required-te-previtte (and deeutnents-Or-elete-in-ether-tnedie-pretitled-te-the-Appreiseewhieh4nelutle-stteh-infermation-may be-Fedaeteel-te-tile-ement-reasenably-neeessaFy-te-elelete-sueh-infematien-without-Eleleting-sther infemation-whish-is-net-ettektElect) (4)-infecFnation hish-Elireetly-OF-indireetly-itilentifies-the speeifte-gempensatien-fineludingr witheut-limitatienr any-saler-iesr bectusesreptiens-te-reeeive-any equity-interestsr eter)-pai401--te-be-paiel-te-any-patheulac-iclentifiable-enipleyeer paFtnerr member7 difeetec-er-effteer-ef-GGP-L-P-er-GGPM-Li ii)-i.nfotmatierr whieh-tiieelly-er-indireetly iitlentiftes-the-speeifte—paFtnefship—isterests—ef-fnember-ship-inteFests-granted-te-any-paptieulac klettliftable-partner-er-niember-ef-GGP-6P-er-C-GPM-L-L-C-Trespeetivelyr fiiij-infermatien-whieh Elifeetly-er-iedifeettr ittentiftes-the-speeifie-Feyeuttes-generatestl- ettelt-rar4iettler-itlentiftable client of any pooled investment vehicle or separately managed account managed by CCP LP or GC-PM-66C-r previtledr their with-reepeet-te-the-infermatien-set-ferth-in-elettses-(4)-threugh-fiii) abever Zwirn-shall-be-previeled-with-sue14-infennatien-en-an-aggr-egate-basis-witli-respeet-te-eaeh sueli-Gerbin-Entityand-(4)-the-2012-eperating-Isedget-fer--eash-Ger-bin-Entityrifradditien-te-the feregeingr in-the-event-that-the-Appfaiser—requesterany—speeific—infermatieft—ceneemiag—the finanelakandier--hasiness—affais—ef-the—Cerbin—Entitiesr aad-the-Gethin-Entities-reasenably deteethe-thm-any-sueli-requested-infonfiatien-is-ef-a-eetnmereialltsensitive-ftaturer then-the Cethin-Entities-will-preeptly-setify-ZwiEn-ef-any-sueh-determinatien-and-the-Ger-hin-Entities-and 6 EFTA01098662 redoetiens-shetild-be-fotide-te-aFer suek-ifilemetien-40-pretee4-its-eeffiniefeielly-sensitive-eateret (eeneweently-with-the-previsien-ef-the-Felated-infoffnatien-te-the-Appmisec)-yeith-a-peaseckably detailed-deseFiptien-ef-the-nature-of-all-infer-niauen-fumished-te-the-Appr-aiseF-whieh-is-ned-being fumisked-to-Z-wir ny-redeetierrec-ififer-matien-peerititted-herettEmleF-shell-be-defie-iti-sueli-e interests, al 34-Restriction on Certain Actions Prior to Closing. Prior to the earlier of (x) the consummation of the sale of the Zwirn Corbin Interests to Purchaserthe Purchasers pursuant to the Interest Purchase Agreement and (y) the termination of the Interest Purchase Agreement in accordance with its terms, CCP LP shall not, and the General Partner shall cause CCP LP not to, exercise any right under the CCP LPA or the mippleFFtentafy—iagFeementsSupplementary Agreements affecting the CCP LP Interests to which Zwim is a party to purchase or redeem all or any portion of the CCP LP Interests or to declare or assert the occurrence of a Forfeiting Event (as defined in the CCP LPA) in respect of all or any portion of the CCP LP Interests. Prior to the earlier of (x) the consummation of the sale of the Zwim Corbin Interests to Purchaser pursuant to the Interest Purchase Agreement and (y) the termination of the Interest Purchase Agreement in accordance with its terms, CCPM LLC shall not, and the Managing Member shall cause CCPM LLC not to, exercise any right under the CCPM 14.C—AgreenientLLCA or the *tippler:Fier:gaff agreemessgupplementary Agreements affecting the CCPM LLC Interests to which Zwim is a party to purchase or redeem all or any portion of the CCPM LLC Interests or to declare or assert the occurrence of a Forfeiting Event (as defined in the CCPM14.C.-Agreemen4LICA) in respect of all or any portion of the CCPM LLC Interests. la 34-Release and Covenant Not to Sue by Corbin Entities. (al In the event that the Transfer of the Zwirn Corbin Interests to Per u- ser-is eenmEFFiinatedthe Purchasers is consummated (including, without limitation. Zwirn's execution And delivery of the Class R Fleetion Documents to the Corbin Fntities) pursuant to the terms of the hutresiTurchasgAgreement. and regardless of whether such consummation occurs pursuant to Section 6, Section 8.5(a), or Section 8.5(b) of the Interest Purchase Agreement then each of CCP LP, CCPM LLC, the General Partner and the Managing Member for itself, its successors and assigns (collectively, the "Corbin Releasing Parties"), for and in consideration of the promises set forth in this Agreement, shall automatically release and forever discharge Zwim and his heirs, executors, administrators and assigns and, subject to the last sentence of this Section 3:44.2(a), his spouse and her heirs, executors, administrators and assigns (collectively, the "SelierZwirn Releasees") of and from any and all manner of action or actions, cause or causes of action, suits, debts, liabilities, obligations, covenants, controversies, agreements, damages, judgments, executions, claims, and demands whatsoever, in law or in equity, against them, which any of the Corbin Releasing Parties ever had, now have or which any of them can, shall or may have, upon or 7 EFTA01098663 by reason of any matter whatsoever in any way relating to Zwirn's investment in CCP LP or CCPM LLC or his relationship (whether as an employee, partner, member or otherwise) with CCP LP or CCPM LLC from the beginning of the world to the date of this Agreement and specifically including, but not in any way limited to, any and all claims arising misprior to the date of this Agreement in connection with any dispute relating in any way to any of the Corbin Entities the General Partner and/or the Managing Member; provided, however, that nothing herein is intended to or shall constitute, or be construed as, a release by any Corbin Releasing Party of any manner of action or actions, cause or causes of action, suits, debts, liabilities, obligations, covenants, controversies, agreements, damages, judgments, executions, claims, and demands whatsoever, in law or in equity, which any of the Corbin Releasing Parties ever had, now have or which they can, shall or may have, against any Seller-Releenees-uperi-er-by-reesen-ef-this-26,ffeernent-er-any instrument-er-effeenient-exeented-and-delivered-by-any-ef-the-Selier-Releasees-pnrsuarit-te-er-in eenneetien-with-this-ttkgreetnerWwirn Releasees as a result of any breach of this Agreement by &am or any breach after the date of this Agreement by Zwim of any of his obligations under Section 2.01 or 1.01(g)(iii) of the CCP LPA (as in effect on May 1, 2007) or Section 2.01 or 4.04(*-iii-)-e-f-the-GGPM-WriGnacgreetnent-whieh-hy-their-terms-survive-his-veithdrevenl-fretn-the COthill-Entitiesas a former limited partner of CCP LP nursuant to the terms of the CCP LPA or his obligations as a former member of CCPM LLC pursuant to the terms of the CCPM LLCA. Each of the Corbin Entities, the General Partner and the Managing Member, for and in consideration of the promises set forth in this Agreement, does hereby agree and covenant for itself and for each of the other Corbin Releasing Parties that in the event that the release under this Section 3:312a1 becomes effective, it shall not institute or prosecute thereafter any suit or action, at law or in equity (through any court proceeding, arbitration or other means), against any of the SellerZwim Releasees for or on account of any claim or cause of action based on or alleging any liability of that SellerZwim Releasee that is released by the foregoing release. If any SellerZwim Releasee (other than Zwirn) brings an action or proceeding against a Corbin Releasing Party or otherwise asserts in any action or proceeding in which a Corbin Releasing Party is an adverse party, any claim that is based upon or relates to any matter whatsoever that in any way is related to Zwim's investment in CCP LP or CCPM LLC or his relationship (whether as an employee, partner, member of otherwise) with CCP LP or CCPM LLC, then the release of such SellerZwirn Releasee by the Corbin Releasing Parties set forth in this Section 3733,2a1 shall be null and void ab initio and the covenant of the Corbin Releasing Parties in the preceding sentence shall not run in favor of such SellerZwim Releasee. (hi In the event that the Transfer of the Zwim Corbin Interestslolheigrehasez is consummated (includini without limitation Zwim's execution and delive of the Class B Election Documents to the Corbin Entities) pursuant to the terms of the Interest Purchase Agreement. and regardless of whether such consummation occurs pursuant to Section 6. Section 8.5(a), or Section 8.5(b) of the Interest Purchase A_ eement then the Corbin Releasin• Parties for and in consideration of the promises set forth in this Agreement, shall automatically release and forever discharge Jeeners and its successors and, subject to the last sentence of this Section 3.2(b), their respective officers. directors and ettinlovees and Jeffrey Epstein (collectively, the "Jeerers Releasees") of and from any and all manner of action or actions, cause or causes of action, suits_ debt. liahilitie covenants_ controversies_ agreement. damages iudp en executions_ claims_ and demands whatneier.in_law orin_enuityaigainst.them—which any of the Corbin Releasing Parties ever had, now have or which any of them can, shall or may have upon or by reason of any matter whatsoever in any way relating to the Corbin Entities the 8 EFTA01098664 General Partner and/or the Managing Member from the beginning of the world to the date of this Agreement. Each of the Corbin Entities, the General Partner and the Managing Member, for and in consideration of the promises set forth in this Agreement, does hereby agree and covenant for itself and for each of the other CorhiaReleasinglartiralhatirtlbenentiliathealeamierthis Section 3.2(b) becomes effective, it shall not institute or prosecute thereafter any suit or action, at law or in equity (through any court proceeding arbitration or other means) against any of the Jeepers Releasees for or on account of any claim or cause of action based on or alleging any liability of that Jeepers Releasee that is released by the foregoing release. If any Jeepers Releasee (other than Jeepers) brings an action or proceeding against a Corbin Releasing Party or otherwise asserts in any action or proceeding in which a Corbin Releasing Party is an adverse party, any claim that is based upon or relates to any matter whatsoever that in any way is related to the Corbin Entities, the General Partner and/or the Managing Member, then the release of such Jeepers Releasee by the Corbin Releasing Parties set forth in this Section 3 ,(b) shall be null and void ab jnitio and the covenant of the Corbin Releasing Parties in the preceding senleact.shalthotnatin favor of such Jeepers Releasee. 13 34-Release and Covenant Not to Sue by Zwim. In the event that the Transfer of the Zwirn Corbin Interests to Purchaser is consummatcdthe Purchasers is consummated (including, without limitation, Zwirn's execution and delivery of the Class B Election Documents to the Corbin Entities), pursuant to the terms of the Interest Purchase Agreement, and regardless of whether such consummation occurs pursuant to Section 6. Section 8.5(a). or Section 8.5(b) of the interest Purchase Apreement, then Zwim, for himself, and for his heirs, executors, administrators and assigns (collectively, the "Sellerjaka Releasing Parties"), for and in consideration of the promises set forth in this Agreement, shall automatically release and forever discharge each of CCP LP, CCPM LLC, Lbg_General Partner and LINManaging Member and their successors and, subject to the last sentence of this Section 47473.3 their respective members, partners, officers, directors and employees and Glenn Dubin and Henry Swieca (collectively, the "Corbin Releasees") of and from any and all manner of action or actions, cause or causes of action, suits, debts, liabilities, obligations, covenants, controversies, agreements, damages, judgments, executions, claims, and demands whatsoever, in law or in equity, against them, which any of the Se41.eFZwim Releasing Parties ever had, now have or which any of them can, shall or may have, upon or by reason of any matter whatsoever in any way relating to Zwim's investment in CCP LP or CCPM LLC or his relationship (whether as an employee, partner, member or otherwise) with CCP LP or CCPM LLC from the beginning of the world to the date of this Agreement and specifically including, but not in any way limited to, any and all claims arising gosiprior to the date of this Agreement in connection with (*v) subject to sub-clause (A) of the immediately succeeding proviso_ the Interest Purchase Agreement_ (w) any dispute relating in any way to any of the Corbin Entities, the General Partner and/or the Managing Member and/or (y —the—January 2444x) any amendment and restatement of the May 2007 CCP LPAlimited partnership agreement of CCP LP and/or (v) any amendment and restatement of the limited liability company agreement of CCPM LLC and/or (z) any supplementary agreement affecting Zwirn's investment in or relationship with CCP LP and/or CCPM I I (the "Released Claims"); provided however, that nothing herein is intended to or shall constitute, or be construed as, a release by any SellefZwirn Releasing Party of any manner of action or actions, cause or causes of action, suits, debts, liabilities, obligations, covenants, controversies, agreements, damages, judgments, executions, claims, and demands whatsoever, in law or in equity, which any of the SellecZwirn Releasing Parties ever had, now have or which they can, shall or may have, against any-ef-the-C-efbift 9 EFTA01098665 Releesees-upen-er-by-Feeseii-e.f-tIlis4rgreeent-of-afty-iitsiftiment-er-agFeemeilt-exeeuted-and delivered by any Corbin Releaf:cos pursuant to or in connection with this Agreement (Al a Purchaser in the event that such Purchaser fails to fulfill his/her obligations pursuant to Section 4 2(a) of the Interest Purchase Agreement or (M a Corbin Releasee as a resulloffil any breach of this Agreement by an such Corbin Releasee ii any rights of Zwirn as a former limited partner of CCP LP under Sections 2.08 and 8.02 of the CCP LPA-fas-in-effeet-Mey-IT200,1)-Of, or (iii) any rights of Zwirn as a former member of CCPM LLC under Sections 2.08 and 8.02 of the CCPM LLC—AgreeccientLICA. Zwirn, for and in consideration of the promises set forth in this Agreement, does hereby agree and covenant for himself and for the other SellerZwim Releasing Parties that in the event that the release under this Section 3,43.3 becomes effective, he or it shall not institute or prosecute thereafter any suit or action, at law or in equity (through any court proceeding, arbitration or other means), against any of the Corbin Releasees for or on account of any claim or cause of action based on or alleging any liability of that Corbin Releasee that is released by the foregoing release. If any Corbin Releasee (other than CCP LP, CCPM LLC, the General Partner or the Managing Member) brings an action or proceeding against a StalleFZwim Releasing Party or otherwise asserts in any action or proceeding in which a SelleEZ3iitn Releasing Party is an adverse party, any claim that is based upon or relates to any matter whatsoever that in any way is related to Zwim's investment in CCP LP or CCPM LLC or his relationship (whether as an employee, partner, member of otherwise) with CCP LP or CCPM LW, then the release of such Corbin Releasee by the SellerZwim Releasing Parties set forth in this Section 3,43.3 shall be null and void ab initio and the covenant of the Seller, Releasing Parties in the preceding sentence shall not run in favor of such Corbin Releasee. 3A Release and Covenant Not to Sue by leepers In the event that the Transfer of the ZwirnCorbalntereststathe Purchasers is consummated (including, without limitation. Zwirn' execution and delivery of the Class B Election Documents to the Corbin Entities) pursuant to the terms of the Interest Purchase Agreement, and regardless of whether such consummation occurs pursuant to Section 6, Section 8.5(a), or Section 8.5(b) of the Interest Purchase Agreement, then Jeepers, for itself, its successors and assigns (collectively, the "Jeepers Releasing Parties"), for and in consideration of the promises set forth in this Agreement, shall automatically release and forever discharge each of the Corbin Releasees of and from any and all manner of action or actions, cause or causes of action_ suits" obligations, covenants, controversies. agreements, damages, judgments. executions, claims, and demands whatsoever, in law or in equity against the which any of the Jeepers Releasing Parties ever ha now have or which any oftboxican. shall or may have. upon or by reason of any matter whatsoever in any way relating to the Corbin Entities, the General Partner and/or the Managing Member from the beginning of the world to the date of this Agreement: provided however that nothing herein is intended to or shall constitute, or be construed as. a release by any Jeepers Releasing Party of any manner of action or actions, cause or causes of action, suits, debts, liabilities, obligations, covenants, controversies, agreements, damages, iudements, executions, claims, and demands whatsoever, in law or in eauity. which any of the Jeepers Releasing Parties ever had, now have or which they can, shall or may have, against (A) a_P_turshas_er. in the event that such Purchaser this to fulfill histhet obligations pursuant to Section 4.2(b) of the Interest Purchase Agreement, and (M CCP LP or CCPM LLC, in the event that CCP LP or CCPM LLC fails to fulfill its obligations under Section 3A(e) hereof ieeoers_ for and in consideration of the promises set forth m this Agreement. does hereby agree and covenant for itself and for the other Jeepers Releasing Parties that in the event that the release under this Section 3 4 becomes effective it shall not institute or prosecute 10 EFTA01098666 means). against any of the Corbin Releasees for or on account of any claim or cause of action based on or alleging any liability of that Corbin Releasee that is released by the foregoing release Many Corkiritedeaseelother than CCP 12. MULLS—the General Partner or Member) brings an action or proceeding against a Jeeners Releasing Party or otherwise asserts in apy action or proceeding in which a leepers Releasing Party is an adverse party any claim that is based upon or relates to any matter whatsoever that in any way is related to the Corbin Entities, the General Partner and/or the Managing Member, then the release of such Corbin Releasee by the !eaters Releasing Parties set forth in this Section 3.4 shall be null and void ab initio and the covenant of the Jeeners Releasing Parties in the preceding sentence shall not run in favor of such Corbinteleasee, Preservation of Indemnification Rights and Rights of Former Limited Partner or Member Preservation of Obligations of Former limited Partner or Member Lai 15-Piresefyttfieft-ef-ltdemnifiemien-Rights-imi-Rights-ef-FeEmer-PeftneF -Or Member. CCP LP, CCPM LLC, the General Partner and the Managing Member acknowledge and agree that notwithstanding anything to the contrary herein, in the Interest Purchase Agreement, in the CCP LP Assignment Agreement or in the CCPM LLC Assignment Agreement, from and after the Transfer of the Zwim Corbin Interests Zwirn will continue to have, and is not releasing or assigning any; (i) rights of Zwim to indemnification under the CCP LPA and the CCPM 1.1.G AgrcanentLIS, and (ii) other rights that Zwirn may have under the CCP LPA as a former limited partner of CCP LP or under the CCPM LL-Gagreementi-LCA as a former member of CCPM LLC. (b) 7wim acknowledges and agrees that notwithstanding anything to the gontran_bereininAbeinkrestkurclaseAgreementin_the CCP LP Assianment_Aereementorin the CCPM LLC Assignment Agreement from and after the Transfer of the Zwim Corbin Interests 7wirn will continue to retain, and is not being released from or assigning any of, his obligations as a (i) former limited partner of CCP LP pursuant to the terms of the CCP LPA, and (ii) former member of CCPM pursuant to the terms of the CCPM LLCA. 3.6 Acknowledgment Regarding Assignments of Proceeds. (a) CCP LP and the General Partner acknowledge and agree that no consent of any person or entity to any assignment by Zwirn of all or any portion of any proceeds payable to or received by Zwirn from any sale, liquidation, redemption or other disposition of, or otherwise payable to or received by Zwim in respect of, the CCP LP Interests is required under the CCP LPA or the affecting the CCP LP Interests to which Zwirn and CCP LP or the General Partner are parties. (b) CCPM LLC and the Managing Member acknowledge and agree that no consent of any person or entity to any assignment by Zwirn of all or any portion of any proceeds payable to or received by Zwirn from any sale, liquidation, redemption or other disposition of, or otherwise payable to or received by Zwim in respect of, the CCPM LLC Interests is required under the CCPM LLC Agreement or the sepplementary- egFeementsSunolementau Agreement i affecting the CCPM LLC Interests to which Zwim and CCPM LLC or the Managing Member are parties. II EFTA01098667 3.7 Other Representations and Covenants About Actions Taken Since August 31, 20-1-17-Eaelt-ef--the-Gerbin-Entities-repfesenis-antl-werrants-that-duting-the-period-utlernarugttst417 20-1-1-and-ending-en-the-date-hereef-sueh-Cerbin-Entier hes-not-taketi-Oliree+ly-er-iedifeetlykand sevenants-that-duping-the-peFied-frem-and-ineluding-the-date-hereef-and-ending-en-theappfaisal Thtte-(es-defitted-in-the-interest-Purehtt9eagfeementj-seeh-C-Orbill-Ettfitr shell-ftet-teke-(4ireegrer indireet-lykand-sueh-Cerbin-Entity1/2 -Geneml-PaFtner-Or-Managing-Memberr as-the-ease-may-beT shall-eause-sush-Cethia-Entity-net-te-taker any-ef--the-fellewing-astiens-fdireetly-er-indireetly)-te the-ement-that-Fruell-aetien-is-Feasenahly-likely-te-aelvecsely-affeet-the-value-ef-sueh-C—ethin-Entity2s husiness-er-the-value-ef-Z-wiEn1/2 -paFtnership-or-membeFship-Mterests4n-such-Gerbin-Entity+ (-1)-emend-any-efits-eonstiteent-instfuments-(whieh-M-the-eese-ef-C-GP-LP-means-the-GC-P LPA, and in the case of CCPM LLC means the CCPM LLC Agreement) or merge with or ime-or eenselideteawith-afirether-Persenr subdivide-er-iti-any-warreelessifr any-ef--its ewnefship-imerests-er-egree-te-ehange-in-any-wtanner-the-rights-ef-its-emstentling ewner-ship4nter-ests-Of-the-eharastec-ef--its-businesst fie-ftesent-teafrithelfewels-of-funds-brany-Mvester-eeeustemer-fretn-afty-fund-eetteeeunt managed-by-sueh-Gerbin-Emity-er-any-ef-its-subsidiaFiesr pr-evided-that-the-fer-egeing-is-net ..ded ♦o p ..Q. Corbin Entity a of it.. subsidiaries from honoring a withdcawal-whielt-suelt-inveeter-er-eustemer-has-the-r-ight-te-make itheut-any-eensent (and, in the case of an investor in a fund, in accordance with the relevant fund's er-ganietttienui-deeements)-or-fr-em-r-edeeming-er-withdfawing-any-Mvester-fr-om-any-fund if-suelt-Cerbitt-Entity-reasenably-deteffnines-that-suelt-investec1/2 -investment-in-sueli-ftmd wettid-eattse-adverse-regulatery-er-ttet-eettsequenees-efrfrem-returning-eapitel-te-inveaters in-any-funil-managefl-by-swell-C-erbin-Eatity-er-aer ef-its-subsidieries-if-that-fund-is-ia-the preeess-ef-winding-down-its-business-and4iquidating-its-assetst fiii)-devert-er-mut9fer-enrbusittess-eetteeettnts-from-sueit-C-erbin-Emitrie-cmy-affiliete-ef 4ush-C-erbin-Entitt whieh-ie-net-a-whelly-ewned-s+thsithapy-of-sueh-C-etbin-Entit.fi (iv)-exereise-any-eptien-er-Fight-ter er-veluntaFily-enter-inte-any-tvansastien-ter purchase -OF redeem-ear intecests-in-suelt-Ceeict-Entityr ether-thea-a-parehase-er-redemptien-ef--any sush-interests-held-by-a-Pecsen-whe-was-an-empleyee-ef-a-Cerein-Entity-(er-an-affiliate-ef-a Gerkpin-Entity)-fellowing-the-tepcninetion-ef-seeh4er-sen1/2 -empleymem-aFrangemem-with all of the Corbin Entities (and their affiliates) or the death or incapacity ofsueh Person; eti)—make-any-ehenge-in-its-tteeeuming-methedsr ptineiples-er-pmetiees-er-meke-any ehange-in4erfeeiet•ien-er-amectizetien-polieles-eerates-adepteil-br itremeept-insefar-as-alay haw-been-requir-ed-by-a-change-M-generally-aeeepted-aeseunting-pr-ineiplest IRvii) agree to or pay any increase in any bonuses, salaries, severance or other compensation to any current or former partner, member, director, officer, or empleyee-of-sueh-Cerbin-Entity-er-afty-of-its-subsidittries-extept-te-the-eitent r-equired-by-agr-eements—in—eeistenee-en-August41r 12 EFTA01098668 (viii) adopt or make or agree to any increase in the payments to or benefits under, aft5pFelit—shar-ing5— deferred insur-nager pension! reticementr or other employee benefit plan for or with any current or former partner, memberc diFeetorr effigerr er—empleyee—of—sugh—Cor-bin—Entity—or—any—of—its subsidiatiest IfffUNDER-DISGLI&SIONif fite)-efineel-or-waive-afty-elfrie-er-right-with-a-vaitte-iti-eteess-ef44-0;000t (*)-egter—inter amend-Or4eFminater any-tfansastien-with-any-affiliate-exeept-on-tems-that are-no-less-fa*orable-te-gush-Gethin-Entity-ankl-its-subsidiaries-than-geulihreasenably-be obtained in an arm's length transaction with an unrelated third party; Exi)-engage-i.n-agy-ext-aer-dinapy-traggaetionr including-without-limitatienshe-disposition elany-subsitliaFies-Of4ines-of-business-of-the-aequisitiefroiafty-eompenies-er-new4iries-ef busitiesser Exiij-eemmit-te-do-aftr of-the-foregeiftt Nothing-hereifris-intended-te-pfevent-er-apply-te-seetifities-trading-md-investmerit-deeisions-that are-Fnakle-by4he-Cer-bin-Eotities-aad-their-subeieliafies-in-the-ordinaey-eogffle-ef4heir-businesses-as eeneltietetl-eveethe-pas4-three-yeart 34--Ta*-Maners,(a)-In-aseerdartee-with4ax-Regulatiori-seetion-1,706-1(e)(2)(iikfer the-taieable-year-of-the-Cerbin-Entities-in-whieli-the-Z3/44r-n-Gerbin-Interests-are-Transfecred; Zwisils—distfibutive-shaFe-of-4he-iteras-deseFibeel-in-geetien402(4)-of-the-Intemal-Revenue-Cefle-of 1926, as amended (the "Code"), will be determined based on an intcrim closing of the books of CCP LP and CCPM LLC as of midnight of the day before the date of the CCP LP Assignment Agreemeflir in-the-ease-ef-GGP-L-P-or-the-C-GRassigitmentagreentem-ift-the-ease-of-C-GPM (b) The parties agree to act consistently with this Section 3.8 and the results of the Appraisal-Repeft-prepared-pdf9thifft-te-the-imerem-Ptirehaseagreement-iwprepatitig-and-Ftling FefFn-106-5r Fem4040-and-all-other-ineeme-tax-retums, (c) Each of CCP LP and CCPM LLC hereb acknowled • es and a. ees that iursuant to the terms of the Interest Purchase Agreement, the 2012 Class B Distribution and 2013 Class B Distribution shall be paid directly to Jeeners instead of to Zwirn and each of CCP LP and CCPM LLC herebv_agrees that it shall cause the portion of the 2012 Class B Distribution_and_the 2011 Class B Distribution attributable to it to be made to Jeeners in accordance with, and subject to the terms and conditions of the Interest Purchase Agreement 4. Arbitration of Disputes. 4.1 Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in New York, New York before an arbitrator (the "Arbitrator") who shall be a retired judge selected in accordance with JAMS's then existing Rules of Practice and Procedures. 13 EFTA01098669 4.2 THE PARTIES IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE JURISDICTION OF JAMS TO RESOLVE ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND FURTHER CONSENT TO THE SOLE AND EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE COUNTY OF NEW YORK FOR THE PURPOSES OF ENFORCING THE PROVISIONS OF THIS SECTION 4 OR OF ANY AWARD OBTAINED HEREUNDER OR IN CONNECTION WITH ANY PROVISIONAL REMEDIES SOUGHT BY THE PARTIES. EACH OF THE PARTIES FURTHER IRREVOCABLY WAIVES ANY OBJECTION TO PROCEEDING BEFORE THE ARBITRATOR OR THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE COUNTY OF NEW YORK, AS THE CASE MAY BE, BASED UPON LACK OF PERSONAL JURISDICTION OR TO THE LAYING OF VENUE AND FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVE AND AGREE NOT TO MAKE A CLAIM IN ANY COURT THAT ARBITRATION BEFORE THE ARBITRATOR HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HEREBY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN. EACH PARTY AGREES THAT HIS SUBMISSION TO JURISDICTION AND HIS CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE OTHER PARTY HERETO. 5. Miscellaneous. 5.1 Notices. All notices, elections, consents, approvals, demands, objections, requests or other communications which any party hereto may be required or desire to give to any other party hereto must be in writing and sent by (i) first class U.S. certified or registered mail, return receipt requested, with postage prepaid, (ii) telecopy or facsimile (with a copy sent by first class U.S. certified or registered mail, return receipt requested, with postage prepaid), or (iii) express mail or courier (for either same day or next business day delivery). A notice or other communication sent in compliance with the provisions of this Section 5.1 shall be deemed given and received on (a) the third (3rd) business day following the date it is deposited in the U.S. mail, (b) the date of confirmed dispatch if sent by facsimile or telecopy (provided that a copy thereof is sent by mail the same day in the manner provided in clause (i) above), or (c) the date it is delivered to the other party's address if sent by express mail or courier. The addresses for the parties are as follows: All notices and other communications to Zwirn shall be addressed to the following address: Daniel B. Zwim c/o Law Offices of Thomas G. Amon 250 West 571 Street, Suite 1316 New York, NY 10107 Attention: Thomas i. Amnn. Escl• Facsimile No.: with a copy to (which shall not constitute notice to Zwirn): 14 EFTA01098670 Getty-LIT/ 4414-Aveatte-efThe-Acciefiees New-Yer1043140036 Law Offices of Linton 6 Malvern Lane Scarsdale NY 10581 Attention: Cheta Lipton, Esq. Facsimile No.: and with a copy to (which shall not constitute notice to Zwirn): Law Offices of Thomas G. Amon 250 West 57th Street, Suite 1316 New York, NY 10107 Attention: Thomas G. Amon, Esq. Facsimile No.: and with a copy to (which shall not constitute notice to Zwirn): Lankier Siffert & Wohl LLP 500 Fifth Avenue New York, New York 10110 Attention: John Siffert Esq. Facsimile No.: All notices and other communications to CCP LP shall be addressed to the following address: Corbin Capital Partners, M. 590 Madison Avenue, 31st Floor New York, NY 10022 Attention: General Counsel Facsimile No.: with a copy to (which shall not constitute notice to CCP LP): Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Attention: Patricia Poglinco, Es . Facsimile No.: 15 EFTA01098671 All notices and other communications to CCPM LLC shall be addressed to the following address: Corbin Capital Partners Management, LLC 590 Madison Avenue, 31st Floor New York, NY 10022 Attention: General Counsel Facsimile No.: with a copy to (which shall not constitute notice to CCPM LLC): Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Attention: Patricia Poglinco, Esq. Facsimile No.: All notices and other communications to the General Partner and/or the Managing Member shall he addressed to the following addresses- Henry Swieca c/o Talpion Fund Management LP 65 East 55th Street, 34th floor New York, NY 10022 Glen Dubin c/o Dubin lir Co __I 40 West 57th Street 331d Floor New York, NY 10019 Facsimile No.:- with a copy to (which shall not constitute notice to the General Partner or the Managing Member): Christina Henderson. Esq. cLo_Dubin & Co. LLC 40 West 571 Street 11th Floor New Y Facsimile No.: and with a copy to (which shall not constitute notice to the General Partner or the Managing Member): Corbin Capital Partners, L.P. 590 Madison Avenue. 31st Floor 16 EFTA01098672 New York- NY L0_02Z Attention: General Counsel Facsimile No and_wiaasony_teiwhich_.shall not constitute notice-to_the General Partner or the Managing Member): Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 Attention: Steven Fredman Es . Facsimile No All notices and other communications to Jeepers and/or Epstein shall he addressed to the following address: with a copy to (which shall not constitute notice to Jeepers or Epstein). Any party may designate another addressee or change its address for notices and other communications hereunder by a notice given to the other parties in the manner provided in this Section 5.1. 5.2 Successors and Assigns. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto, and their legal representatives, successors and permitted assigns. 5.3 Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of New York, without reference to conflicts or choice of law principles. 5.4 Amendments. Except as otherwise provided herein, this Agreement may not be changed, modified, supplemented or terminated, except by an instrument executed by all of the parties hereto. 5.5 Waiver. No waiver by any party hereto of any failure or refusal by any other party hereto to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply. Any waiver of a party's performance of its obligations hereunder must be in writing and signed by the party to be charged with such waiver. 5.6 Severability. If any provision of this Agreement, or the application of such provision to any person, entity or circumstance, shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons, 17 EFTA01098673 entities or circumstances other than those to which it is held invalid by such court, shall not be affected thereby. 5.7 Headings; Usage. The headings, titles and subtitles herein are inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. Unless the context of this Agreement otherwise requires (i) words of any gender are deemed to include each other gender, (ii) words using singular or plural number also include the plural or singular, respectively, (iii) the terms "hereof', "herein", "hereby", "hereto", and derivative or similar words refer to this entire Agreement, and (iv) all references to dollars or "$" shall be to United States dollars. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". As used herein, the term "Person" includes both natural persons and entities. 5.8 No Third Party Beneficiaries. Except as expressly provided herein (including for purposes of the releases and covenants not to sue in Sections 3 7 3 3 and 3.4), Persons who are not parties to this Agreement shall have no rights or privileges (whether as a third party beneficiary or otherwise) under or by virtue of this Agreement. 5.9 Business Days. In the event that any of the dates specified in this Agreement shall fall on a Saturday, Sunday, or a holiday recognized by the State of New York, then the date of such action shall be deemed to be extended to the next business day. 5.10 Expenses. Each party shall be liable for its own costs and expenses incurred in connection with the negotiation, preparation execution and performance of this Agreement, including all fees and expenses of its legal counsel. 5.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and negotiations. 5.12 Survival of Representations and Warranties. The representations and warranties of the parties contained in this Agreement shall survive the consummation of the Transfers. 5.13 Construction. Each of the parties hereto acknowledges that it was represented by counsel of its choice in connection with the negotiation of this Agreement and the transactions contemplated hereby, and the parties agree that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any documents executed and delivered pursuant hereto. Instead, the language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. 5.14 Further Assurances. Each party shall execute and deliver to the other parties such further documents and instruments as may be reasonably requested by any other party in order to effectuate the intent of this Agreement and to obtain the full benefit of this Agreement. Any request by a party under this Section 5.14 shall be accompanied by the document proposed for signature by the party requesting it for review by the party of whom such document is requested and its attorneys. The party making the request shall bear and discharge any fees or expenses 18 EFTA01098674 incident to the preparation, filing or recording of the document requested pursuant to this Section 5.14. 5.15 Assignment. No party may assign its rights or obligations under this Agreement without the prior written consent of the other parties hereto. 5.16 Counterparts; Delivery. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto. This Agreement may be executed and delivered by delivery of a facsimile copy of an executed signature page or counterpart or by e-mailing a PDF version of a signed signature page or counterpart, and each shall have the same force and effect as the delivery of an originally executed signature page or counterpart. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 19 EFTA01098675 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above. Daniel B. Zwim CORBIN CAPITAL PARTNERS, L.P. By: Corbin Capital Partners Group, LLC, its General Partner By Dubin & Swieca Capital Management, Inc., its Managing Member By: Name: Title: Glenn Dubin Name: Henry Swieca CORBIN CAPITAL PARTNERS GROUP, LLC, By Dubin & Swieca Capital Management, Inc., its Managing Member By: Name: Title: By: Name: HenrySwieca Glenn Dubin CORBIN CAPITAL PARTNERS MANAGEMENT, LLC By: Corbin Capital Partners Asset Management, LLC, its General Partner 20 EFTA01098676 By Dubin & Swieca Asset Management, Inc., its Managing Member By: Name: Title: By Name: Henry Swieca Glenn Dubin CORBIN CAPITAL PARTNERS ASSET MANAGEMENT, LLC, By Dubin & Swieca Asset Management, Inc., its Managing Member By: Name: .filennThibin B : Name: lienr Swieca JEEPERS, INC. By: Name: Title: teffrey Fpstein 21 EFTA01098677 EXHIBIT A-1 AssieNmENT4ADassumprneN_AGREEmFAT (cerbific-apitat-pannersr.4 —ASSIGNMBN-T--AND-iar&SUMPT-IGN-AGRBBlvtEN-T--fthis -dttted , 2011, by and between DANIEL B. ZWIRN, an individual having an office at 595 Matliseci-Avetr -3-3R1-Pleerr New-Yerkr N-Y--10022-( wifFiRrand-T-RACY--IvielSan individual-kwing-cm-effiee-at400-Madisen-Avenuer4st-Fleerr New-Yer-kr N-Y--10022 ("Assignee"). RECITALS: A. Zwirn is a limited partner in Corbin Capital Partners, ., a Delaware limited PaftneshiP-Ohe aft S B. The Partnership is governed by that certain Second Amended and Restated Limited Partnenship-Agfeementr elated-as-of-May-17-200.7-fas-the-same-may-have-been-ameneledr OF amended-and-Festatedr by-that-eeftein-Third-Amended-and-Restated-Limited-Partnerehip Agfeementr clated-us-ef--Janual),-Ir 20-10r and-in-effeetr thet C. Pursuant to a certain Interest Purchase Agreement, dated as of , 2011, between-Zwim-and-Assignee-fthe igning-te-Assignee-all-ef ZwiFals-rightr title-eful-interest-es-a-iimited-pairtner-in-the-Pectnefship-ftheAta whieh-Elees-net-inekide-Z-wim1/2 -Fight-te-any-distfibutiens-er--ether-ameunts-abeady-paid-by-the Pannefship-te-him-en-er--pfier--te-the-dete-hefeefer--his-Fight-te-afty-indemnifieetien-frem-the PaFtneehip-pesuant-te-the-Paptneehipagreement-whether--payable-befecer en-er--aftec-the-Elete ber-eef-and-awfrether--figh4s-4-Zwicn-as-a-feEmer--limited-paFtner--pufsuant-te-Seetionsa0S-and-&04 ef-the-PeEmership-Agreementr Gapitebeed-tees-urTed-and-ffet-ethefwise-defined-herein-have-the meanings-aseFibed-te-sueh-tems-in-the-PuFehaseagreement, D. Assignee desires to accept such assignment and to assume all of Zwirn's ebligatiens-uneler-the-GGP-L-P-A-and-under-the-Supplementey-Agreements- th-r-espeet-te-the Assigned-West, E. This Agreement is the "LP Assignment" referred to in the Purchase Agreement. NOW THEREFORE sideration of the f -egging recitals and f r other good and valtutble-eensidecatienr the-parties-de-kiefeby-agree-as-fellews÷ —I ln-eensideratien-ef-the-trimsfer-and-assignment-efihe-Assigned-Interest-brzytim-te Assignee-as-pr-evieted-her-ein-as-well-as-the-eeneuprent-assignment-by-Zwim-teassignee-ef-the CCP-14-1.1.C-Interestr Assignee-shalir euneuffently-with-the-eieeeutien-hereefr pay-the-Bur-chase 22 EFTA01098678 Section 3.2 of the Purchase Agreement. hefeef-and-any-other-Fights-af-ZWIFFI-as-a-femec4imited-paFtner-puFsuant-te-Seetiens-2418-and-8442 ef--the-PaFEner-ship-Agreemen iW11RN-IS-P4O-T-MAKllNG-AN-Y-EaXPRraSS-OR-IMPLIFD 1. This Agreement shall be governed by and construed in accordance with the lave, This Agreement may be executed in any numbcr of counterparts, each of which eetiatefpaft-idengeal-therete-emeept-having-acklifienal-signatufe-pages-exeetaeel-by-ather-paFty-te firsimile-eopy-ef-an-exeeutesal-signetaFe-page-er-eetinteivavt-er-by-e-mailing-a-PDF-veraien-ef-a IN WITNESS WHEREOF, the parties have executed this Agreement on the date first abeve-written, JTO BE IMPORTED FROM INTEREST PURCHASE AGREEMENT ONCE FORM IS AGREED' Daniel B. Z.,. 23 EFTA01098679 EXHIBIT A-2 ASSIGNA4ENT-AND-i4SSIA4144O1X-AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") dated , 2011, by and between DANIEL B. ZWIRN, an individual having an office at 595 Madison Ave., 33rd Floor, New York, NY 10022 ("Zwirn"), and TRACY McHALE STUART, an indiviclual-having-an-effiee-at4904.4adisenavenuer 34st-Reerr New-Yer-kr NY 1OO22 ("Assignee"). RECITALat A. Zwirn is a non managing member in Corbin Capital Partners Management, LLC, a eempittiyithe B. The amended and restated, and is in effect, the "LLC Agreement"). C. Pursuant to a certain Interest Purchase Agreement, dated as of , 2011, between-Z-wini-andassignee-fthe ini-is-aseigiting-teassigitee-a14-84‘ Z-wiess-righ4r tide-end-interesi-as-a-Min-nienaging-nleinher-in-the-C-enipany-fthe intecesqr whish-deles-net-inelude ght-te-any-clistfibutiens-er-ether-anieunts-aiready-paid by-the-C-empitarte-lietn-eii-Ortifier-te-the-ditie-hereef-Of4tis-pight-te-any-indentriifieetien-frem-the Qenipany-pur-suant-te-the-LLC—Agr-eefnent-whether-payable-befer-er en-er-after-the-date-hereef-and any-ether-pights-ef-Z304FA-as-a-feffner--rnenther-pusuant-te-Seetiens-2,08-anc14,02-ef4he-LLG Agreement,Gapiti4izeel-ieims-used-and-nei-ethefwise-defined-herein-heve-the-cneanings-aeeFibed te-sueh-tems-in-the-Purehaseagr-eement, D. A.zignee desires to accept such alignment and to assume all of Zwirn's ebligatiefts-under-the-L-L-Sagreement-and-under-the-Supplementeryagreements-with-respeet4e theassigned-Interest, - E - 1 1 - l e f t " 9 4 h & - L L - G , A t e s - w f t A r e f e f f e d _ 4 8 4 " l e _ p t - e f o . NOW-r THEREFOR-Er in consideration of the foregoing recitals and for other good and valuale-eensielerationr the-paFties-do-hereby-agree-as-fellews+ —I In-eefisitaleratien-ef-the-tmrisfeFand-essignment-efTheassigned-Intecest-by-Zwifn-te Assignee-GS-previded-hecein-as-well-as4he-c-eneuFrent-assignment-by-Zw4e-teassignee-ef-The-C-C-12 LP-InteresfrAssignee-shitikeeneuffeitHr with-the-eiteeutien-hereefr parthe-Purehitse-Ppiee+3 Zwifn-afid-te-Jeepers-by-Nvice-traesfer-ec-iinniediatelitavailable-fundsr inikeeerdenee-with-Seetion 3.2 of the Purchase Agreement. 24 EFTA01098680 3. Assignee hereby accepts the assignment and transfer of the Assigned Interest and 1. This Agreement shall be governed by and construed in accordance with the lawa 5. This Agreement may be executed in any number of counterparts, each of which IN WITNESS WHEREOF, the parties have executed this Agreement on the date first abeve-written, Daniel B. Zwim Tracy McHalo Stuart JTO BE IMPORTED FROM INTEREST PURCHASE AGREEMENT ONCE FORM IS AGREED' 17'0735 v3CNY &v.4234-74404-i.2444*-5-.4 25 EFTA01098681 -I-H441-142+1-kiO.t 26 EFTA01098682 Document comparison by Workshare Professional on Wednesday, November 13, 2013 10:45:38 AM Input: Document 1 ID file://S:/legal/Management Companies/Purchase and Sale Agreements/DBZ sale to management partners/Consent and Release/v1 Revised Consent and Release Agreement.DOC Description v1 Revised Consent and Release Agreement Document 2 ID file://S:/legal/Management Companies/Purchase and Sale Agreements/DBZ sale to management partners/Consent and Release/v8 Revised Consent and Release Agreement.DOC Description v8 Revised Consent and Release Agreement Rendering set standard Legend: Insertion Deletion Moved-from Moved to Style change Format change \ lo, al tick ta, Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 190 Deletions 170 Moved from 7 Moved to 7 Style change 0 Format changed 0 Total changes 374 EFTA01098683