EFTA00584690.pdf

EXHIBIT E TO PURCHASE AND SALE AGREEMENT CONSENT OF MANAGING MEMBER OF CORBIN CAPITAL PARTNERS MANAGEMENT, LLC RECITALS: A. Corbin Capital Partners Management, LLC., a Delaware limited liability company (the "Company"), is governed by that certain Second Amended and Restated Limited Liability Company Agreement, dated as of May I, 2007 (as the same may from time to time be amended, or amended and restated, and in effect, the "Company Agreement"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Company Agreement. B. Corbin Capital Partners Asset Management, LLC, a Delaware limited liability company ("CCPAM"), is the Managing Member of the Company. C. CCPAM has been informed that Daniel B. Zwim ("Zwirn") desires to Transfer his entire interest as a Non-Managing Member in the Company, including both his interest as a Foundation Member and his interest as a Purchase Member (such membership interests collectively, the "Zwim Interests"), to Jeffrey Epstein ("Epstein") and Epstein desires to purchase the Zwim Interests and be admitted as a Non-Managing Member in substitution for Zwim whereupon Zwim would cease to be a Member. D. The Zwim Interest as a Foundation Member represents, among other things, a 1.5% Incentive Percentage, a 1.5% Management Percentage and 1.5% Sale Percentage. The Zwim Interest as a Purchase Member represents, among other things, a 3% Incentive Percentage, a 3% Management Percentage and 3% Sale Percentage. E. In connection with such Transfer, Zwim and Epstein propose to enter into an Assignment and Assumption Agreement in the form attached as Exhibit A hereto (the "Assignment Agreement"). F. Zwim and Epstein have requested CCPAM's written consent to the Transfer of the Zwim Interests to Epstein, the admission of Epstein as a Non-Managing Member in substitution for Zwirn and certain related matters. NOW, THEREFORE, CCPAM, in its capacity as the Managing Member of the Company, hereby agrees to the following for itself and on behalf of the Company: I. CCPAM hereby consents to the Transfer by Zwim of the Zwirn Interests to Epstein. 2. CCPAM agrees that effective upon the delivery to CCPAM of a copy of the Assignment Agreement executed by Zwim and Epstein and the delivery to CCPAM of the supplement to the Company Agreement in the form attached as Exhibit B hereto executed by Epstein, (i) the Transfer of the Zwirn Interests to Epstein shall be recognized by the Company, EFTA00584690 (ii) Epstein shall be admitted as a Non-Managing Member in substitution for Zwim and Zwim shall thereupon cease to be a Member, and (iii) Zwirn shall have no further obligations under the Company Agreement (except for the provisions of Section 2.04 thereof as in effect on May 1, 2007 that, by the terms thereof, survive his withdrawal from the Company) or the supplementary agreements affecting the Zwim Interests to which he is a party, but Epstein shall succeed to Zwim's rights and obligations thereunder. CCPAM represents to Zwirn and Epstein that the required unanimous consent of all Non-Managing Members who are not Special Members to the admission of Epstein as a Non-Managing Member in substitution for Zwim upon the effectiveness of the Transfer has been duly obtained. 3. CCPAM hereby consents to the delivery by Zwirn to Epstein, and/or by Epstein to Zwim, whether before, on or after the date of this Consent, of any of the following: (i) copies of the Company Agreement and any supplementary agreements or other agreements relating to the Zwim Interests, and (ii) any financial, tax and other statements, reports, returns or information relating to the Company and/or its business or assets or the funds managed by the Company. 4. CCPAM agrees that (x) no act, event or determination by or involving Epstein which occurred prior to the date hereof shall constitute a Forfeiting Event and (y) it shall not assert, for itself or on behalf of the Company or any Member, that any such act, event or determination constitutes a Forfeiting Event. CCPAM represents and warrants to Zwim and Epstein that, except for any consent of the Members which has been obtained and remains in full force and effect on the date hereof, no consent of the Members is necessary to make the foregoing agreement binding on the Company. 5. This Consent is irrevocable and may be relied upon by both Zwim and Epstein. Dated: , 2011 CORBIN CAPITAL PARTNERS ASSET MANAGEMENT, LLC, as Managing Member of Corbin Capital Partners Management, LLC By: Name: Title: Managing Member EFTA00584691  EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") dated , 2011, by and between DANIEL B. ZWIRN, an individual having an office at Zwirn Family Interests, LLC, 595 Madison Ave., 33rd Floor, New York, NY 10022 ("Zwirn") and JEFFREY EPSTEIN, an individual having an office at Financial Trust Company, Inc., 6100 Red Hook Quarter, Suite B-3, St. Thomas, USVI 00802 (the "Assignee"). RECITALS: A. Zwim is a non-managing member in Corbin Capital Partners Management, LLC, a Delaware limited liability company (the "Company"). B. The Company is governed by that certain Second Amended and Restated Limited Liability Company Agreement, dated as of May I, 2007 (as the same may from time to time be amended, or amended and restated, and in effect, the "Company Agreement"). C. Pursuant to a certain Purchase and Sale Agreement, dated as of , 2011, between Zwim and the Assignee (the "Purchase Agreement"), Zwim is assigning to the Assignee all of Zwim's right, title and interest as a non-managing member in the Company (the "Assigned Interest"), which does not include Zwim's right to any distributions or other amounts paid by the Company to him on or prior to the date hereof or his right to any indemnification from the Company pursuant to the Company Agreement whether payable before, on or after the date hereof. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Purchase Agreement. D. Zwim and the Assignee intend that the Assignee be admitted to the Company as a substitute member in Zwim's place with respect to the Assigned Interest. E. The Assignee desires to accept such assignment, to assume all of Zwim's obligations under the Company Agreement and under the Supplementary Agreements with respect to the Assigned Interest, and to be admitted as a substitute member of the Company with respect to the Assigned Interest. F. This Agreement is the "LLC Assignment" referred to in the Purchase Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the parties do hereby agree as follows: 1. In consideration of the transfer and assignment of the Assigned Interest by Zwirn to the Assignee as provided herein as well as the concurrent assignment by Zwim to the Assignee of the CCP LP Interest, the Assignee shall, concurrently with the execution hereof, pay to Zwim by wire transfer of immediately available funds, the Fixed Price. In addition, from and after the date hereof the Assignee agrees to pay Zwim the Contingent Price as provided in the Purchase Agreement. 2. Zwim hereby assigns to the Assignee all of his right, title and interest in and to the Assigned Interest, and designates the Assignee as a substitute limited partner in respect of the Assigned Interest, excluding Zwirn's right to any distributions or other amounts paid by the EFTA00584692 Company to him on or prior to the date hereof and his right to any indemnification from the Company pursuant to the Company Agreement whether payable before, on or after the date hereof. The parties intend that the Assignee be admitted as a substitute member of the Company in Zwim's place with respect to the Assigned Interest. ZWIRN IS NOT MAKING ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO THE ASSIGNEE WITH RESPECT TO THE ASSIGNED INTEREST OR THE COMPANY EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY ZWIRN IN THE PURCHASE AGREEMENT. THE ASSIGNEE IS NOT MAKING ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO ZWIRN WITH RESPECT TO THE COMPANY EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY ASSIGNEE IN THE PURCHASE AGREEMENT. 3. The Assignee hereby accepts the assignment and transfer of the Assigned Interest, accepts and agrees to be bound by all of the terms and provisions of the Company Agreement and the Supplementary Agreements in place of Zwim, and assumes and shall pay or perform when required all of the obligations of Zwim thereunder as a member of the Company with respect to the Assigned Interest. 4. The Assignee agrees to execute and deliver such other documents as may be reasonably necessary to effect the adoption of the Company Agreement by the Assignee and the admission of the Assignee to the Company as a member in substitution for Zwim. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. 6. 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 party 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. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. Daniel B. Zwim Jeffrey Epstein 2 EFTA00584693  EXHIBIT B CORBIN CAPITAL PARTNERS MANAGEMENT, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT NON-MANAGING MEMBER SIGNATURE PAGE By signing below, the undersigned hereby agrees that effective as of the date of the undersigned's admission to Corbin Capital Partners Management, LLC as a Non-Managing Member in substitution for Daniel B. Zwim, the undersigned shall (i) be bound by each and every term and provision of the Second Amended and Restated Limited Liability Company Agreement of Corbin Capital Partners Management, LLC, as the same may be duly amended from time to time in accordance with the provisions thereof, and (ii) become and be a party to said Second Amended and Restated Limited Liability Company Agreement of Corbin Capital Partners Management, LLC in place of Daniel B. Zwim. (Type or Print Name) (Signature) Date: ACCEPTED: MANAGING MEMBER: CORBIN CAPITAL PARTNERS ASSET MANAGEMENT, LLC By: Name: Title: Managing Member CAIETemScmporary Internet FilcslContent.OutlookILR2QYS0MNY-#I755309-v2-Zwim-Corbin_Managing Member_Consent.DOCX EFTA00584694