EFTA01734424.pdf

Black Family Partners, L.P. ASSIGNMENT AND ASSUMPTION AGREEMENT WHEREAS, the undersigned, Leon D. Black, as Trustee of the APOI GRAT No. 2 (the "Assignor") under Agreement dated December 4, 2013 (the "Agreement"), owns a limited partnership interest (the "Partnership Interest") in Black Family Partners, L.P. (the "Partnership"); WHEREAS, pursuant to Section 9.1 of the Partnership's Agreement of Limited Partnership dated May 17, 2007, as amended (the "Partnership Agreement"), a partner may assign, exchange, transfer or otherwise dispose of such partner's interest at any time, without the prior written consent of any other partner, provided however that the transferee of such interest shall become a partner and a substituted limited partner of the Partnership only with the written consent of Black Family GP, LLC, the general partner (the "General Partner") of the Partnership and upon such transferee's assumption of the terms and conditions of the Partnership Agreement; WHEREAS, pursuant to the terms of the Agreement, the Assignor is required to pay to Leon D. Black (the "Assignee") the Annuity Amount (as defined in paragraph 3 below) as of the date hereof; WHEREAS, in partial satisfaction of the Annuity Amount, the Assignor has paid to Leon D. Black the Cash Distribution (as defined in paragraph 3 below); and WHEREAS, the Assignor wishes to assign such portion of its Partnership Interest as shall equal the In-Kind Annuity Amount (as defined in paragraph 3 below) together with the corresponding portion of the Assignor's capital account pertaining thereto (the "In-Kind Annuity Interest"), to the Assignee. NOW THEREFORE, the parties agree as follows: 1. The Assignor hereby irrevocably assigns to the Assignee the In-Kind Annuity Interest. 2. The Assignee, hereby acknowledges receipt of the In-Kind Annuity Interest, accepts the same and agrees to be bound by all the terms and conditions of the Partnership Agreement, with the same force and effect as, and as if, the Assignee was originally a partner thereof. 3. For all purposes hereunder: a. The words "Annuity Amount" shall mean an amount equal to 44.51587% of the Funding Amount (as defined in this paragraph 3), as divided by four (4). Dad: USI:9228548v3 EFTA_R1_00012589 EFTA01734424