EFTA01098684.pdf

S&-ICS Draft November 112.2912 INTEREST PURCHASE AGREEMENT INTEREST PURCHASE AGREEMENT, dated as of JNovember 2011,2013 by and between DANIEL B. ZWIRN, an individual having an office at 595 Madison Ave., 33rd Floor, New York, NY 10022 ("Seller"), and TRACY Mol4ALE STUART atieach individual havingidentified on Schedule 1 hereto each of whnoSas an office at 590 Madison Avenue, 31st Floor, New York, NY 10022 (each such individual. "Purchaser"and_collectively, the "Purchasers —). RECITALS: A. Seller is a limited partner in Corbin Capital Partners, L.P., a Delaware limited partnership ("CCP LP"). Corbin Capital Partners Group, LLC, a Delaware limited liability company ("CCP Group"), is the general partner of CCP LP (the "General Partner"). Seller 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 Seller that CCP LP is governed by that certain Third-Fourth Amended and Restated Limited Partnership Agreement, dated as of January 1, 20442012 (as the same may from time to time be amended, or amended and restated, and in effect, the "January 20102012 CCP LPA"). Prior to the consummation of the transactions contemplated by this Agreement. Seller did not approve or consent to the January 2010 CCP LPA2012 CCP LPA. Seller also did not approve or consent to the Third Amended and Restated Limited Partnership Agreement of dattcLassflannant contains the same provisions as the May 2007 CCP LPA described above. C. Seller is a non-managing member in Corbin Capital Partners Management, LLC, a Delaware limited liability company ("CCPM LLC' and, together with CCP LP, the "Corbin Entities"). Corbin Capital Partners Asset Management LLC. a Delaware limited liability c m an " PAM" i • the manaeine member of CCPM LLC (the "Manal in Member Seller 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 be amended at any time by a Majority of Members (as defined any amendment that would adversely affect such member in any material respect. CCPALLLChas_advised_S_eller that CCPM LLC is governed by that certain Sec-an4Founh Amended and Restated Limited Liability Company Agreement, dated as of Meylanuary 1, 290-721112 (as the same may from time to time be amended, or amended and 1 EFTA01098684 restated, and in effect, the "January 2012 CCPM I.LC4greetnent2)rC-er-hiu-Gafyitel-PeftneFs .7.1 rA") Prior to the consummation of the transactions contemplated by this Agreement Seller did not approve or consent to the January 2012 CCPM LLCA. Seller also did not approve or consent to the Third Amended and Restated J Milted Liability Company Agreement of CCPM 1.1,C dated as of lamiary 1 2010. which contains the same amendment provisions as the Mav 2007 CCPM LLCA described above. D. The January 2012 CCP LPA and the January 2012 CCPM LLCA established new classes of partners and members, respectively, and each partner and member was afforded the pp uch term is defined in each of the January 2012 CCP LPA and the January 2012 CCPM LLCA) are, arising other thing entitled to certain priority distributions of net revenues as set forth in the lanuatv_2012 CCP LP_Etand_thedanuarta0_12=1SiLLCA,, F Seller'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 Seller's Foundation LP Interest and Purchase LP Interest collectively, the "CCP LP Interest'). One-third of Seller's CCP LP Interest is owned by Seller in his capacity as a Foundation Partner, and as such capacity as a Purchase Partner, and as such is a Purchase LP Interest. EQ. Seller'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 LLC AgrcornentLLCA) (the "Foundation LLC Interest') and an interest as a Purchase Member (as defined in the CCPM LLC AgreernentLLCA) (the "Purchase LLC Interest% and Seller's Foundation LLC Interest and Purchase LLC Interest collectively, the "CCPM LLC Interest"). One-third of Seller's CCPM LLC Interest is owned by Seller in his capacity as a Foundation Member, and as such is a Foundation LLC Interest, and two-thirds of Seller's CCPM LLC Interest is owned by Seller in his capacity u_a_Purchase Member, anda. such s_a_PutchaaSeller's CCP LP Interest and CCPM LLC Interest are referred to collectively as the "Corbin Interests"). Umontliesmstunmation of the transactions contemplated by this Agreement. CCP Group, in its capacity as the General Partner, and CCPAM, in its capacity as the Managing Member, shall have consented to the transactions contemplated by this Agreement and shall have acknowledged and agreed that no consent of any party is required under the Constituent Instruments to any assignment by Seller of any aof the proceeds of a sale of the Corbin Interest; (ii) distribution amounts payable to a Class B Partner (as defined in the January 2012 CCP LPA) ("Class B Partner") pursuant to Section 4.03 of the January 2012 CCP LPA or (iii) distribution amounts Day ("Class B Member") pursuant to Section 4.03 of the January 2012 CCPM LLCA. GI. Seller and each Purchaser desire to provide for the purchase by Pterehesefibg Purchasers of the Corbin Interests from Seller on the terms and conditions set forth herein. The 2 EFTA01098685 portion of the Corbin Interests that each Purchaser ttpurchase appears opposite its name on Schedule l hereto ("Schedule 1") [Chet to insert recital re: Zwirn and Jeepers settlement and introduction of Jeepers to this transaction] NOW, THEREFORE, the Parties agree as follows: 1. Definitions. The terms defined or referenced in Appendix A to this Agreement, whenever used herein, shall have the meanings set forth or referenced therein for all purposes of this Agreement. 2. Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and assign to each Purchaser, and each Purchaser agrees to purchase from Seller, such Purchaser's portion (as set forth on StheduleaLof the Corbin Interests, which consist of (i) Seller's entire existing interest as a limited partner in CCP LP (both as a Foundation Partner and as a Purchase Partner), including his rights to and interest in capital of CCP LP his capital account balances, his rights under the Class B Election Documents that relate to CCP LP and his rights to distributions from CCP LP fthm-andthat are effective on or after the-Glesing-Date7.1anuary 1. 2014, but excluding his rights to any distributions already-paid by CCP LP to Seller prior to the Closing DateJanuary I. 2014 and his right to any indemnification from CCP LP pursuant to the CCP LPA whether payable before, on or after the date hereof, and =hidingjaystbligatigua retained by Seller as a former limited partner of CCP LP Pursuant to the terms of the CCP LPA, ani(ii) Seller's entire existing interest as a non-managing member in CCPM LLC (both as a Foundation Member and as a Purchase Member), including his rights to and interest in capital of CCPM LLC, his capital account balances, his rights under the Class B Election Documents that relate to CCPM T1.0 and his rights to distributions from CCPM LLC fretwandthat are effective on or after the Closing Datc,January 1 2014, but excluding his rights to any distributions already-paid by CCPM LLC to Seller prior to the-Closing-DateJanua 1 2014 and his right to any indemnification from CCPM LLC pursuant to the CCPM LLC AgreementLLCA whether payable before, on or after the date hereof, and excluding any obligations retained by Seller as a former member ofCUMILCputsuantlaiheAerms_oflheCCPALLLCA-EorsILpurposes and forthe avoidance of doubt, upon Closing (regardless of whether such Closing occurs pursuant to Section 6 Section 8 5(a) or Section 8 5(h) hereof) of the purchase and sale contemplated by this shall have ceased on December 31, 2013 at 11:59:59PM and each Purchaser's ownership of the Corbin Interests shall have commenced on January 1 7014 at 12 -00- OOAM Class B Election. On or before the Closing Date, Seller agrees to complete, execute and deliver to CCP LP and CCPM LLC the documents listed in Sections 6.2 a h (such documents. collectively, the "Class B Election Documents"1 which documents shall subiect to Section 8.4 hereof, have the effect, among other things, of making Seller a Class B Partner effectiveS 1.2012 and a Class B Member effective as of.Tanuary 1.2012, 3rPurchase Price and Payment. 3 EFTA01098686  la 34—Purchase Price. The purchase price for the Corbin Interests (the "Purchase Price") shall equal-(4)-the-sum-ef-(4)4he-pfiee-fer-the-GGP-LP-intefesrs-an-determined br an-iiidependerit-appraiser-sekeeteti-in-aeeerdenee-with-Seetien-373-(the44ppraisetahrhe-ires agreed-te-eemIttet-the-appfaisa4-4,-rmi1-ealeuiete-rhe-priee-ferr the-GC-P-LP-Iftterest-fthe t•LP Prieen)-plus-(40-the-pfiGe-fOr-the-GGPM-LLG-inteFests-as-cletemine4by-the-AppFaiser-whe-has itgreed4e-eenthret-the-appritisel-ef-rtnel-ealettlete-the-pfiee-ferr the-GGPM-66G-intereste+he PEiee-sha41-be-payable-by-Pur-shaser--te-Seller-en-the-Glesing-Date-in-the-rnanner--priwktekl-in Section 3.2 below.be $3,100,000. la 34-Payment. The-PuFehase-Ppiee-shall-he-pai44frPurehaser-te-Seller-as fellowsi,ln consideration of the sale of the Corhininteresalothelluchasersaasetsliall pay his/her applicable portion of the Purchase Price. The Seller hereby directs that the Purchase Price_ all of which Seller would otherwise be entitled to receive shall instead be paid as follows- fa) Such amount annearint opposite each Purchaser's name in "A" of Schedule I shall be payable by such Purchaser to Seller on the Closing Date, and such amount appearing opposite each Purchaser's name in column "C" of Schedule I shall be payable by such Purchaser to Seller no later than January 5, 2017 (such amounts in column C, the "Seller Deferred Amounts"). No other amounts shall be owed by any Purchaser to Seller. the,a ffehase.pcieeis.greatef_than,er_equal,49_,$23000;44074hen4040,1444,the,purelffise,p ee_shali be-paid-by-Pureheser-te4eepem-and-Ei4)409/tref-the-Purehase-Priee-shell-be-paitl-by-Pureheser-te SellerrSurch_amaunLannearina_o n "B" afScheduleisliall be payable by such Purchaser to Jeeners, Inc., a United States Virgin Islands corporation (-Jeepers") on the Closing Dat• and such amount appearing opposite each Purchaser's name in column "D" of Schedule I shall be payable by such Purchaser to Jeepers no later than January 5, 2017 (such amounts in column D. the "Jeepers Deferred Amounts- ). No other amounts shall be owed by any Purchaser to Jeepers. GGP-LP-Priee-isatemtined-hrtheappreisef-te-be-t$47040;000-and-the-GGPM-1.106-Priefrie deteEmined-hy-the-Appmisec4e-be-$67000;000r then(A)-the-Purehaseaiee-weuld-equal €47099;0997(43)-Selleewoultl-be-entifletl-te-54344ref-the-Purehese-Prieerer-$37-50903013rancl-Jeepers weukl-be-entided-te-MWrecthe-Purehlise-PrieerOr•-$31-500;00fIr and-(G)-Pufehaser-wet4d-pay4044 fr-37-500;000rie--Jeepeeirenel-(2)-if 4944-ef-theappreisel-Gost-is44-0097the-C-C-P-6P-Priee-is determined by the Appraiser to be $500,000 and the CCPM LLC Price is determined by the Appmiser-4e-he-$4,04411 4/0007then(A)-the-Purehase-Priee-would-equal417-50070007(4)-Sellef 66 2/3% of the Purchase Price, or $1,000,000, and (C) Purchaser would pay 33 1/3% of the Par-obese-Meer or-13-500;000r to-SeRer-and-the-remeiMeg-66-2444rof-the-Purehase-PrieerOf $44 /00700Or te-kepecs7 4 EFTA01098687  (c) The-pertien-elthe-Purehase-Ptiee-te-be-paid-te-kepefs-shell-be-raid-te Jeepera-en-the-Glesing-Date-by-wire-tfanefer-ef-ieniediately-available-federel-funds-te-an-aeceunt SeIlef-shell-betaid-te-Selieeen-the-Glesing-Date-by-wife-transfer-ef-inintectiately-aveileMe-fedefel APPfaiseF-RePeFt49414e-Panies-(theApPraisel-Date2)tPfevidedrhowevecrthat-if-theaPPfaisal Date-eeeufs-en-a-date-that-is-less-than-ten-danier-te-the-first-gusiness-Dayeisuelt-ettienidaf ettlender--ntenti gachaflitthe_nottion_ofiltelmeliase_Piketoitenailloiceners_an the Closino Date and (ii) the Jeeners Deferred Amounts shall be paid to Jeepers by wire transfer of immediately available federal funds to an account designated in writing by Jeepers to each purchaser. and each of (iii) the portion of the Purchase Price to be Paidio_Seller_onthe Closing Date and (iv) the Seller Deferred Amounts shall be paid to Seller by wire transfer of immediately available federal funds to an account designated in writing by Seller to each Purchaser 3.3 Determination of Purchase Price. Not more than 15 days following the date hereof-,-Purehaser-shall-aeteet-Offe-ef-the-Pepsena-set-fefth-en-Sehedule47-3(a)-te-be-the-Appraiaer and-sheWpremptly-netify-suelt-persen-and-Seller-ef-sueh-seteetien-and-shall-netify-sueh-Pefsett-ef the-tems-set-feFtb-en-Sehedule-37-3(b)-hereef.—Unleas-the-Peffien-seleeted-b.frPurehaaer-pumuant-ta this-Seetien-34—is-unwilling-oeunable-te-tteeept-the-engagentent-as-theappfaiser-on-the-tems-set feftb-hereinr er-ether-wise-fails-te-enter-4nte-ait-engagement-letter-reasenal,ly-satiafaeter-y-te Purehaser-and-Seller-in-respeet-ef-sueh-engagentent-within40-days-fellewingthe-date-hereef-Ein whieh-eese-Pufehaser-shell-rfeeptly-seleet-ene-efThe-ether-PeFsene-set-fenh-en,Sehedule-34(e)-te aet-as-the-Appfaiseckthe-Pefsen-seleeted-by-Pur-shaser-shal4-be-engaged-by-the-Paeties-te-ast-as4he Appraiser-and-te-detemine-the-Ptifehase-Priee-and-the-alleeatien-ef-the-GGP-6P-Priee-tutd-the CCPM LLC Price to various asset classes. [The Parties agree to enter into an engagement letter withappraisec-and-the-Gefbin-Entitiesl4OPENI-ineecpecating-the-tees-set-feEtb-en-Sehektule 34(4tkan421-stielt-othef-temis-whiett-are-net-ineensistentaAth-the-tecnis-set-fectit-herein-and-en Sehedule-34(b)-and-whielt-ar-e-eustemapity4neluded-in-appraiser-engagement4etteFsr and ether-wise-in-fetm-and-sebstanee-reasenably-sat-istaeterrte-the-PaFties-and-the-C-efbin-Entities,The Appfaisal-Geat-shall-be-paid-te-theappr-aiser-byr and-eieeept-as-set-fefth-in-the-previse-te-this sentenee-shail-be-the-sele-reareftsibi4ity-ef-Putehasefrsubjeet-heveever-te-the-Purehttse-Priee eitijustatent-previded-fec-by-Seetien-34(b);-pfevidedr heweyerrthet-if--thisagreement-is-terminated thitti-ene-Business-Bay-fellowintaftrsueh-terrainetier eterminefiens-of the-Appreiseeshatt be-ftnal-and-binding-en-the-PaFties, 3,4—Allesation-ef-Purehase-P-FteeTreatment-aed-RepeptingT (6)—Netwithstandieganything4n4he-Gethin-Emities=genstisent-Instr-uments te-the-centFafyr (4)-the-GGP—L-P—P-Fiee-shall-be-alleeated-anteng-the-vapieus-Asset-C—lasses-based-enT and-in-the-sente-pcepertiofrasr theapptaisecls-ctetennittatien-elhew-the-ausiness-Value-eiGGP LP-determined-by-theappr-aiser-sheuid-be-alleeated-anteng-stiehaseet-Glassesr and-the-C -C -P-M L-C—fatiee-shall-be-alieettted-tuttang-the-attfietts-Asset-elasses-based-onr and-in-the-stune-prepertien as, the Appraiser's determination of how the Business Value of CCPM LLC determined by the 5 EFTA01098688 Appfaiser-sheuld-be-alleeeTed-ameng-sueh-Asset-Gassesr and-(ii)-the-Pafties-shell-(e)-aet-in fieeer-danee-with-the-agreed-alleeatien-in-the-prepafatien-ef-fineneial-statenients-and-the-filing-of-ali Tax-Retents-antl-relatefl-sehetlules-aftd-statementsr(b)-net-velunierily4ake-ttnrpesitien ifieeasistent-thefewitli-in-the-eouFse-ef-eny-Tax-pfeeeedingr unless-required-te4e-se-by-applieal,le lawr and-(6)-pfeyide-any-ether-Panies-pr-empay-with-any-ether-requested-infematien-required-te timelreertiplrwit-h-al-14the-repetrting-and-filing-ebligetiens7 (b)-Treatment and Reporting. Seller and each Purchaser shall treat and report the transactions contemplated by this Agreement (other than the payment of the 2012 Class B Distribution and the 2013 Class B Distribution to Jeeners) as a sale of the entireapplicable portion of the Corbin Interests by Seller to each Purchaser for all financial and Tax purposes and on all Tax Returns on which transactions are required to be reported. Payment of 2012 Class B Distribution and 2013 Class B Distribution. Upon Seller becoming a Class R Partner and a Class B Member in accordance with the terms and conditions of (hisAgreementlinchidine without limitation Section 8 51 Seller shall be entitled to receive (i) $317,659, which amount represents aggre± ate distributions a able b CCP LP and CCPM LLC in accordance with Section 4 03 of the January 2012 CCP LPA and Section 4 03 of the January 2012 CCPM LLCA, respectively, with respect to the period beginning on January 1, 2012 and ending on December 31, 2012 (the "2012 Class B Distribution") and (ii) with respect to the period beginning on January 1 2013 and ending on December 31 2013 distributions payable in accordance with Section 4.03 of the January 2012 CCP LPA and Section 4.03 of the January 2012 CCPM LLCA (the "2013 Class B Distribution") The Seller hereby directs that the 2012 Class B Distribution and the 2013 Class B Distributions to which Seller becomes entitled to receive shall instead he paid by CCP 1.P and CCPM 1.1.0 as follows- La) *11122,012ClanflistribulionhalthenathassraitelLtotaers_as follows: $291,614 of the 2012 Class B Distribution shall be payable b CCP LP to Jee ers within five Business Days after the Closing and $76 045 of the 2017 Class R Distribution shall he payable by CCPM LLC to Jeepers within five Business Days after the Closing. (b) The 2013 Class B Distribution shall be paid in its entirety to Jeepers. The portion of the 2013 Class B Distribution attributable to CCP LP shall be payable to Jeepers by CCP LP in accordance with the terms of Section 4.03 of the January 2012 CCP LPA. The portion of the 20B_Class B Distribution attributable to CCPM J.1.0 shall be payable_tokedets_bv CCPIYILLCin accordance with the terms of Section 4.03 of the January 2012 CCPM LLCA. (c) The 2012 Class R Distribution and the 7013 Class B Distributions to be paid toieenersshalLeackbeoaid to Jeeners by wire transfer of immediately available federal funds tq the account designated by Jeepers pursuant to Section 4.2(c) hereof. 6. 4,-The Closing. la 44-Closing. The closing of the sale and transfer of the Corbin Interests, including the election by Seller to become a Class B Partner and a Class B Member (the "Closing") shall take place on January 9. 2014 (the "Closing Date") at the offices of Coolcy LLP, 6 EFTA01098689  New York, NY -100-34r ea-the-C—learag-Date • .10022. 61 4:2-Closing Deliveries by Seller. Subject to the satisfaction, or the waiver by Seller, of the conditions set forth in Sections 6411 and 64-,ta at the Closing Seller shall take the following actions: (a) Seller shall execute and deliver to CCP LP the January 2012 CCP LPA in the form attached hereto as Exhibit A- (b) Seller shall execute and deliver to CCPM LLC the January 2012 CCPM LLCA in the form attached hereto as Exhibit B; Seller hall complete. execute and deliver to P LP the Election Form for CCELPin_the form attached hereto as Exhibit Cmakinz_theflttalanneriltaismnhereon; (d) Seller shall complete, execute and deliver to CCPM LLC the Election Form thereon- Seller shall execute and deliver to CCP LP the January 2012 CCP LPA Amended and Restated Class B Supplementary Agreement of CCP LP with Purchase Partners in the form attached hereto as Exhibit E; (I) Seller shall execute and deliver to CCP LP the January 2012 CCP LPA Amended and Restated Class B Supplementary Agreement of CCP LP with Foundation Partners in the form attached hereto as Exhibit F; (2) Seller shall execute and deliver to CUMILE_the_ArnenshtdandRestated Class B Supplementary Agreement of CCPM LLC with Purchase Members in the form attached hereto as Exhibit Cr SellesEalLextentemthieLlivetio CCEMILCtheAmentetandaestalesi Class B Supplementary Agreement of CCPM LLC with Foundation Members in the form attached hereto as Exhibit It (a)-Seller shall execute and deliver to each Purchaser an assignment and assumption agreement in the form attached hereto as Exhibit Al (the "LP Assignment); and (IS-Seller shall execute and deliver to each Purchaser an assignment and assumption agreement in the form attached hereto as Exhibit 14J (the "LLC Assignment). (k) Seller_shalLexecuteandslelivernECP LP and_CL.PISILLCthalcedain Consent and Release Agreement dated as of the Closing Date by and among Seller. CCP LP CCPM LLC, the General Partner d the Manapjng Member in the form attached hereto as Exhibit 7 EFTA01098690  fia 473-Closing Deliveries by Eac I Purchaser. Subject to the satisfaction, or the waiver by each Purchaser, of the conditions set forth in Sections 64U and 672at8.2. on the Closing Date each Purchaser shall take the following actions: (a) Each Purchaser shall execute and deliver to Seller the LP Assignment and the LLC Assignment; and (b) Each Purchaser shall pay its portion of the Purchase Price which is due on the Closing Date to Seller and Jeepers in the manner set forth in Section 3.2. 12. For the avoidance of doubt, the Seller Deferred Amounts and the Jeepers Deferred Amounts shall not be required to be paid on the Closing Date. 2, s-Representations and Warranties. 5A-Representations and Warranties of Seller. Seller hereby represents and warrants to acti Purchaser that: (a) Execution and Delivery. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller enforceable 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). When executed and delivered by Seller, the LP Assignment and the LLC Assignment will have been duly executed and delivered by Seller and each will constitute the legal, valid and binding obligation of Seller enforceable 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). (b) Consents; No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by Seller of the transactions contemplated herein nor compliance by Seller with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate any order, writ, injunction or decree, applicable to Seller, (ii) require the consent, approval, permission or other authorization of or by or filing or qualification with any Governmental Authority, except for such consents, approvals, permissions, authorizations, and receipts of filings or qualifications, the failure of which to obtain prior to the Closing, would not adversely affect Seller's ability to consummate the transactions contemplated by this Agreement, or (iii) conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time, or elections of other Persons, or any combination thereof), any instrument or agreement to which Seller is a party (other than the Constituent Instruments of CCP LP and CCPM LLC and the Supplementary Agreements, with respect to which Seller makes no representation or warranty). (c) Seller's Interests. Upon consummation of the transactions contemplated hereby at the Closing, Seller shall have assigned to Pkwehasecthe Purchasers all of Seller's interest in the Corbin Entities except for those rights retained by Seller as a former limited partner of CCP LP under Sections 2.08 and 8.02 of the CCP LPA and as a former member of CCPM LLC under Sections 2.08 and 8.02 under the CCPM LLC Agrcementof the CCPM LLCA, and except for any 8 EFTA01098691 obliaationiretaineflflllersafortnexiimitedmartner of CCP LP nursuantioilfecinstfthe CCP LPA and as a former member of CCPM LLC pursuant to the terms of the CCPM LLCA. Seller owns the Corbin Interests free and clear of all Encumbrances, except for those arising under the CCP LPA, the CCPM LLC AgrccmentLLCA or the Supplementary Agreements and those arising under this Agreement in favor of Purchaser. (d) Disclaimer; No Reliance. Seller acknowledges, represents and warrants that he is not, and will not be, relying on any information, representations or warranties furnished or made by asy_Purchaser or any ecPurchaser's representatives or agents as to any matter whatsoever other than the representations and warranties expressly set forth in Section 7.2 of this Agreement and agrees that he shall not assert any claim for breach of any representation or warranty of auPurchaser to him that is not expressly set forth in $ection 7.2 of this Agreement. I/ 54-Representations and Warranties of Each Purchaser. Each Purchaser severally and not jointly with any other Purchaser hereby represents and warrants with respect Only_to_hims_effsir_hriseg to Seller that: (a) Execution and Delivery. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser enforceable against Purchaser 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). When executed and delivered by Purchaser, the LP Assignment and the LLC Assignment will have been duly executed and delivered by Purchaser and each will constitute the legal, valid and binding obligation of Purchaser enforceable against Purchaser 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). (b) Consents; No Conflicts. Etc. Neither the execution and delivery of this Agreement, the consummation by Purchaser of the transactions contemplated herein nor compliance by Purchaser with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate any order, writ, injunction or decree applicable to Purchaser, (ii) require the consent, approval, permission or other authorization of or by or filing or qualification with any Governmental Authority, except for such consents, approvals, permissions, authorizations, and receipts of filings or qualifications, the failure of which to obtain prior to the Closing, would not adversely affect Purchaser's ability to consummate the transactions contemplated by this Agreement, or (iii) conflict with, violate, result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time, or elections of other Persons, or any combination thereof), any instrument or agreement to which Purchaser is a party (other than the Constituent Instruments of CCP LP and CCPM LLC and the Supplementary Agreements, with respect to which Purchaser makes no representation or warranty). (c) Qualification of Purchaser. Purchaser is an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Purchaser is acquiring Its_nortion of the Corbin Interests for investment and not with a view to the distribution of all or any portion thereof within the meaning of the Securities Act. Purchaser 9 EFTA01098692 acknowledges that none of the Corbin Interests has been registered under the Securities Act or state securities laws and agrees that shePurchaser will not sell all or any portion of the Corbin Interests in violation of any applicable securities laws. (d) Disclaimer: No Reliance. Purchaser acknowledges, represents and warrants that Purchaser is not, and will not be, relying on any information, representations or warranties furnished or made by Seller or any of Seller's representatives or agents as to any matter whatsoever concerning the legal status, good standing, organizational documents (or interpretation or effect thereof), business, history, prospects, assets, liabilities, financial condition, operations or value of any of CCP LP, CCPM LLC, any of their Affiliates or any funds or accounts managed by any of them, and in entering into this Agreement and in purchasing the Corbin Interests as contemplated hereby at the Closing, Purchaser is not, and will not be, relying upon any representations or warranties of Seller whatsoever, except for Seller's representations expressly set forth in Section 571-21 hereof. Purchaser further acknowledges, represents, warrants and covenants that Purchaser orvca as Chief Executive Officer of CCP LP and CCPM LLC end is already a limited partner of CCP LP and a non-managing member of CCPM LLC, with full access to such facts and information shePurchaser deems relevant for deciding whether to purchase such interests and on what terms to purchase such interests, shePurchaser is a sophisticated investor, shePurchaser has conducted Fits own independent investigation into and analysis of the value of the Corbin Interests and whatever facts shePurchaser deems relevant for deciding whether to purchase such interests on the terms set forth herein-Eineluding-the-FleteppineFien-ef-the-pFiee-hy ineens-ef-the-appFeisal-eememplated-lieFehy), and that in entering into this Agreement and in engaging in the transactions contemplated hereby, shePurchaser is and will be relying solely on &tits own independent investigation, analysis and due diligence and on representations, warranties, information and documents made or furnished to hethirchaser by or on behalf of Glenn Dubin, Henry Swieca, the General Partner, the Managing Member, CCP LP and/or CCPM LLC, and Purchaser acknowledges and agrees that neither Seller nor any of Seller's representatives or agents is responsible for any such representations, warranties, information or documents and that Purchaser shall not seek to hold any of them responsible or liable in any way in connection with any such representations, warranties, information or documents made or furnished by or on behalf of Glenn Dubin, Henry Swieca, the General Partner, the Managing Member, CCP LP and/or CCPM LLC. la 5.3 Survival of Representations and Warranties. The representations and warranties of the Parties contained in this Agreement or in any instrument delivered pursuant hereto shall survive the Closing Date. & 6.-Conditions to Closing; Termination. &I 671-Condition to Each Party's Obligation to Close. The respective obligations of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, or waiver by each Party in writing, on or before the Closing Date of the following conditions: (a) Injunctions. There shall not be outstanding any injunction, decree or order of any court or governmental department or agency prohibiting the consummation of the transactions contemplated by this Agreement. I0 EFTA01098693  (b) No Change in Law. There shall not have been any action taken or any statute enacted by any Governmental Authority which would render the Parties unable to consummate the transactions contemplated hereby or make the transactions contemplated hereby illegal or prohibit the consummation of the transactions contemplated hereby. (4)—Ass e-AppfaiseF-shall-have-eempleted-the-Appraiserls R-epeet-in-eempliaftee-arith-Seetien-37-3-aftel-shal4-have-deliveFetl-it-te-eaeh-ef--the-Paenes, 1,2 6.2-Conditions to Purchaser's Obligation to Close. The obligation of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, or the waiver in writing by Purchaser, on or prior to the Closing-Date, of the following conditions: (a) Representations and Warranties True at the Closing Date. The representations and warranties of Seller contained in this Agreement shall be deemed to have been made at and as of the Closing Date and shall be true and correct in all material respects at and as of the Closing Date. (b) Seller's Performance. Each obligation of Seller to be performed on or before the Closing Date pursuant to the terms of this Agreement, including Seller's taking all of the actions required under Section 446.2 hereof, shall have been duly performed at or before the Closing, in all material respects. La 6.3-Conditions to Seller's Obligation to Close. The obligations of Seller to consummate the transactions contemplated hereby shall be subject to the fulfillment, or the waiver in writing by Seller, on or prior to the Closing Date, of the following conditions: (a) Representations and Warranties True at the Closing Date. The representations and warranties of each Purchaser contained in this Agreement shall be deemed to have been made at and as of the Closing Date and shall be true and correct in all material respects at and as of the Closing Date. (b) Purchaser's Performance. Each obligation of each Purchaser to be performed on or before the Closing Date under the terms of this Agreement including each Purchaser's taking all of the actions required under Section 4:36.3 hereof, shall have been duly performed at or before the Closing, in all material respects. 4 Effestiveness of Class B Election by Seller. Unless and until each delivery by Seller of the Class B Election Documents shall be of no force or effect: provided, however that notwithstanding the foregoing in the event that (A) the Purchasers are required to pay the Seller's nortion of the Purchase Price that was owed to Seller on the Cla liquidated damages in accordance with Section 8.5(a), or (B) the Purchasers exercised their rights Is) obtain specific performance against Seller in accordance with Section 8 5(b) then, in either case, Seller's execution and delivery of the Class B Execution Documents shall be in full force and effect and, for the avoidance of doubt and regardless of the effective date of the payment of any such liquidated damages or election of any such specific performance. (x) Seller shall be deemed to be a Class B Partner effective as of January 1.2012 and a Class B Member effective as of 11 EFTA01098694 31. 2013 at 11:59:59PM and each Purchaser's ownership of its portion of the Corbin Interests shall have commenced on January 2014 at 12-00.00AM la 674-Effect of Failure to Close by the Outside Date. (a) In the event that the sale of the Corbin Interests is not consummated on or prior to IMareWElegember41-r 241-24-50 clays-after-the-enengemen44eRer-with4he-Appraiser-has-been-emeented-and-deihtered-hy-the Appraiserr the-P-arties-and4he-Corbin-Entitie4January 22. 2014 (the "Outside Date") solely due to the wrongful refusal of Anfehasei-the Purchasers to close such sale even though all of the conditions to Povehasefisthe Purchasers' obligations to close under Sections 64,1. and 64B2 shall have been satisfied (other than those conditions to be satisfied by delivery of documents at the Closing), then provided that all of the conditions to Seller's obligations to close under Sections 64-5,1 and 6.3§1 shall have been satisfied (other than those conditions to be satisfied by flureheserlstheatirchasers1 delivery of documents at the Closing) or waived by Seller, Seller's sole remedy shall be the right to elect, by delivery of written notice to Purehesefthe Purchasers after the Outside Date, to receive from PkwehaseEthe Purchasers an amount in the aggregate equal to £elder=sthe portion of the Purchase Pric , Closing Date in accordance with Section g4(442(1), as liquidated damages. Upen-reeeipt-by with the navment of the Purchase price as liquidate damages pursuant to the immediately preceding sentence. Seller shall complete. execute and deliver to the Purchasers each document listed in Section 6 07 and in such event, Purchasers shall Also deliver to Seller the LP Assignment and LLC Assignment executed by Seller-anri-lintehesec shal444iver-te-Seller-c-eanteFpat4s-of-the4P—Assignment-and-14C—Assignment-eigenteri-Itty PurehasertSubjeet-te-Seetien-674Purchasers Following the delivery of such documents by Purchasers and Seller. (i) Jeepers shall be entitled to receive from the Purchasers an amount in the aggregate equal to the portion of the Purchase Price that Seller had directed be paid to Jeepers on the Closing Date in accordance with Section 4.2(b), (ii) Seller shall be entitled to receive from Purchasers the Seller Deferred Amounts by January 5. 2017. (iii) Jeeners shall be entitled to receive from Purchasers the JeeamountsAyiamiam5-2017—(ist)ieeners_shallhe entitled to receive the 2012 Class B Distribution within 10 Business Days after the delivery of all documents referenced in the preceding sentence and (v) Jeepers shall he entitled to receive the 2013 Classillaisnibution_in accordance with the terms of Section 5• provided that. if the delivery of all documents referenced in the preceding sentence occurs after the date that an ortion of the 7013 Class R Distribution would have otherwise been due in accordance with Section 5. then Jeepers shall be entitled to receive such portion of the 2013 Class B Distribution within 10 Business Days after delivery of all such documents. Subject to Section 8.4(c), the remedies set forth above shall constitute Seller's exclusive remedies. (b) In the event that the sale of the Corbin Interests is not consummated on or prior to the Outside Date solely due to the wrongful refusal of Seller to close such sale even though all of the conditions to Seller's obligations to close under Sections 6,1-5,1 and 6412 shall have been satisfied (other than those conditions to be satisfied by delivery of documents at the Closing), then provided that all of the conditions to athlurchaser's obligations to close under Sections 64-8.1 and 648.2 shall have been satisfied (other than those conditions to be satisfied by Seller's 12 EFTA01098695 delivery of documents at the Closing) or waived by sacklurchaser IggPurchaser's sole remedy shall be the right to obtain specific performance against Seller (that is, compelling Seller to sell-the Gerbie-Intecests to each Purchaser 's portion of the Corbin ,thlesestsandsornaellingitfterloscomulete. extcule_andsleliversactulocumentlistediniectian 6.2 to Purchasers (whereupon Purchasers shall deliver to Seller the LP Assignment and LLC Assignment executed by Purchasers)) Following the delivery of such documents by Purchasers and Seller, (i) Seller shall be entitled to receive from the Purchasers an amount in the aggregate equal to the portion of the Purchase Pricer ifeayr as-determined that was owed to Seller on the Closing Date in accordance with Section 4.2(a), (ii) Jeepers shall be entitled to receive from the Purchasers an amount in the aggregate equal to the portion of the Purchase Price that Seller had directed be paidAo J_eeperssathe_ClosingnaleinaccordancewithSeetialL42(hIliiiLieller_shall be entitled to receive from Purchasers the Seller Deferred Amounts by January 5, 2017, (ivl leepers shall he entitled to receive from Purchasers the Jeepers Deferred Amounts by January 5, 2017. (Y) keners_shatheintitlethoseceimelhessilDistributionmitl ainess Days after the delivery of all documents referenced in the preceding sentence and (vi) Jeepers shall he entitled to receive the 2013 Class B Distribution in accordance with the terms of Section 5; provided that, if the delivery of all documents referenced in the preceding sentence occurs after the date that any portion of the 2013 Class B Distribution would have otherwise been due in accordance with Section 3.2(a)).5, then Jeepers shall be entitled to receive such portion of the 2013 Class B Distribution within 10 Business Days after delivery of all such documents. Subject to Section 67424(c), the remedies set forth above shall constitutesa Purchaser's exclusive remedies. (c) In the event that the sale of the Corbin Interests is not consummated on or prior to the Outside Date and, on the Outside Date, any of the conditions to each Party's obligations to close under Section 6,1-8.1 remain unsatisfied, then: (x) Putehasetthe Purchasers shall have the right to immediately terminate this Agreement by delivering a written notice signed by Putc-hasefthe Purchasers to Seller and (y) Seller shall have the right to immediately terminate this Agreement by delivering a written notice signed by Seller to Purehasetthe Purchasers. Upon termination of this Agreement pursuant to this Section 674M(c), no Party shall have any further obligations or liability under this Agreement-exeept-that-Purahaaer-shall-eentieue-te-have-the ebligetien-te-pay-the-Appleisel-Gest-eed,Selleshell-httee-the-ebligetien-te-reimburse-Pureheser-fef 01)—(4)—Netwithstenaing-enything-eereeined-in-Seetien-6,4(e)-te-the eenteaeyr ie-the-eyeet-thet-Sellet-is-stteeesectt140-a-ekten-egeiest-Putehaser-ie-eenneetiett-with Section 6.1(a), then promptly following Purchaser's payment to Seller of his portion of the Perehase-Prieer es-Eletetftetted-ie-tteeerdettee-with-Seetien-3,2(e)-(efr if-Selkeeis-net-entitled-te-eny peEtten-ef-4he-Pureltese-Pcieer thear prempthfrfellewing-the-adjudieatien-ef--sueh-eleitn-kPureheser shall-pasfrJeepere-its-peetien-ef-the-Purehase-Ppieer as-deteetaieed-in-aeeetdanee-with-geetiee 3.2(a). (41)—Netwithsteeding-anythieg-c-entained-ie-Seetien-64(4)-te-the eetitreeyr in-the-evem-thet-Pureheseis-sueeessful-in-e-eleini-egeinst-Seller-ifreeneeetien-with Section 6.1(b), then promptly following Purchaser's payment to Seller of his portion of the Purehese-Prieer es-cleterrnined-in-aeeerdenee-with-Seetien-3,20)-(err if--Setier-is-net-entified-te-eny pettiee-ef-The-Patehese-Peieerthenr prepthrfellewieg-the-edjedieetiee-ef--sueh-eleitekPeteheeet 13 EFTA01098696 shall-parieeper-s-its-reftieti-efihe-Purehese-PFieer es-deteffnifted:ffl-eeeer-danee-iAth-Seetien 3.2(a). 8.6 Other Termination: Covenant of Seller 6.6-Other--Thetioatio nani-ef-Seller- (6)-In the event that prior to the Closing all or any portion of the Corbin Interests are purchased or redeemed by CCP LP, CCPM LLC, the General Partner or the Managing Member or are forfeited or reduced in accordance with the terms of the CCP LP AgrccmentLPA, the CCPM LLC AgrccmentLLCA or any of the Supplementary Agreements, including as a result of the exercise by CCP LP, CCPM LLC, the General Partner or the Managing Member of any option to purchase or redeem all or any portion of the Corbin Interests or the exercise of any other right under the CCP LP AgreemcntLPA, the CCPM LLC--Agfeemenkl-LCA or any of the Supplementary Agreements, then any Party shall have the right to terminate this Agreement by written notice to the other Party hereto, in which case (i) Seller shall not have (x) any further obligations to sell the Corbin Interests pursuant to this Agreement or (y) any other further obligations or liability under this Agreement, (ii) =Purchaser shall net-have (x) any further obligations to purchase the Corbin Interests pursuant to this Agreement or (y) any other further obligations or liability under this Agreement-ether than-the elaligatien-te-pay-theappfaisal-cests, and (iii) no other Person shall have any rights or remedies against Seller or ay_Purchaser ar under this Agreement. Lig (b) Prior to the earlier of the Closing or the termination of this Agreement, Seller shall not exercise any right that Seller may have to sell all or any portion of the Corbin Interests to anyone other than Perehasertashivga but Seller may sell all or any portion of the Corbin Interests in connection with the exercise by any other Person of its right to purchase any such interest pursuant to the CCP P-24greementLPA, the CCPM LL-G AgreenientLLCA or any of the Supplementary Agreements and/or Seller may assign its right to all or any portion of any proceeds received by Seller from the sale of the Corbin Interests. 9. 7Arbitration of Disputes. (a) Any dispute, claim or controversy arising out of or relating to this Agreement or in connection with the transactions contemplated hereby 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. (b) 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 n 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