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, successors and permitted assigns. 9.3 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. 9.4 Amendments. Except as otherwise provided herein, this Agreement may not be change

By Corbin Capital Partners Group, LLC, its General Partner [By Dubin & Swieca Capital Management, Inc., its Managing Member' By: Name: Title: CORBIN CAPITAL PARTNERS MANAGEMENT, LLC By Corbin Capital Partners Group, LLC, its General Partner [By Dubin & Swieca Capital Management, Inc., its Managing M

reflect the withdrawal of Zwim from the Company as a member. 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. In the event of any conflict between the terms of this Agreement and the terms of the Redemptio

uted signature page or counterpart. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. DANIEL B. ZWIRN CORBIN CAPITAL PARTNERS MANAGEMENT, LLC By: Name: Title: Managing Member 1763910 vl/NY 3 EFTA00583453

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

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