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ve., 33rd Floor, New York, NY 10022 ("Zwirn"), and CORBIN CAPITAL PARTNERS, L.P., a Delaware limited partnership (the "Partnership"). RECITALa: A. Zwirn is a limited partner in the Partnership. B. The Partnership is governed by that certain Second Amended and Restated Limited Partnership Agreement,
TO REDEMPTION AGREEMENT ASSIGNMENT AND WITHDRAWAL AGREEMENT ASSIGNMENT AND WITHDRAWAL AGREEMENT (this "Agreement"), dated , 2011, by and between DANIEL B. ZWIRN, an individual having an office at Zwim Family Interests, LLC, 595 Madison Ave., 33rd Floor, New York, NY 10022 ("Zwirn"), and CORBIN CAPITAL PARTN
or, New York, NY 10022 ("Zwirn"), and CORBIN CAPITAL PARTNERS MANAGEMENT, LLC, a Delaware limited liability company (the "Company"). RECITALS: A. Zwirn is a non-managing member in the Company. B. The Company is governed by that certain Second Amended and Restated Limited Liability Company Agreemen
TO REDEMPTION AGREEMENT ASSIGNMENT AND WITHDRAWAL AGREEMENT ASSIGNMENT AND WITHDRAWAL 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 CORBIN CAPITAL PART
ich no response is required. 7. Admit the allegations of Paragraph 7. 2 EFTA00731280 8. Deny the allegations of Paragraph 8, except admit that Zwirn lives in New York, New York, and at times was referred to as the "Managing Partner" of the Company; and aver that Zwirn was the managing member of
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK X PERRY A. GRUSS, Plaintiff, v. DANIEL B. ZWIRN, D.B. ZWIRN & CO., L.P. and D.B. ZWIRN PARTNERS, LLC, Defendants. X 09 cv 6441 (DC) ECF CASE ANSWER AND COUNTERCLAIMS OF DEFENDANTS D.B. ZWIRN
bin Capital Partners Group, LLC, a Delaware limited liability company, is the general partner of CCP LP (the "General Partner"). CCP LP has advised Zwirn that CCP LP is governed by that certain Third Amended and Restated Limited Partnership Agreement, dated as of January I, 2010 (as the same may from
OCTOBER 28, 2011 DRAFT INDUCEMENT AGREEMENT AGREEMENT, dated as of 2011, by and among DANIEL B. ZWIRN, an individual having an office at 595 Madison Ave., 33rd Floor, New York, NY 10022 ("Zwirn"), JEFFREY EPSTEIN, an individual having an office at F
P Interest pursuant to the CCP LPA or any agreement related to the CCP LP Interest, but excluding any indemnification payments payable by CCP LP to Zwirn pursuant to the CCP LPA, (ii) all distributions and other payments made by CCPM LLC on account of or in connection with the CCPM LLC Interest on or
AUGUST 2, 2011 DRAFT PURCHASE AND SALE AGREEMENT AGREEMENT, dated as of 2011, by and between DANIEL B. ZWIRN, an individual having an office at Zwim Family Interests, LLC, 595 Madison Ave., 33rd Floor, New York, NY 10022 ("Seller"), and JEFFREY EPSTEIN, an
ted 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 itsel
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
frey Epstein ("Epstein"), and Epstein desires to purchase the Zwim Interests and be admitted as a Limited Partner in substitution for Zwim whereupon Zwirn would cease to be a Limited Partner. D. The Zwim Interest as a Foundation Partner represents, among other things, a 1.5% Incentive Percentage, a 1
2 EFTA00584686 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 Zwim Family Interests, LLC, 595 Madison Ave., 33rd Floor, New York, NY 10022 ("Zwim"), and JEFFREY EPSTEIN, an i
Entities connected to both Zwirn and DANIEL B. ZWIRN

Jeffrey Epstein
PERSON
Glenn Dubin
PERSON
Financial Trust Company
ORGANIZATIONPerry Gruss
PERSON
United States
LOCATIONAnthony J. Carpinello
PERSONDarren Indyke
PERSONthe State of New York
LOCATIONCorbin
PERSONSchulte
PERSONPurchase
LOCATION
Prince Andrew
PERSON
Highbridge Capital Management
ORGANIZATIONSupplementary
LOCATIONRestated Limited Liability Company Agreement
ORGANIZATIONJohn Siffert
PERSONLankier Siffert & Wohl LLP
ORGANIZATION
New York
LOCATIONthe Assigned Interest
ORGANIZATIONF. Zwim
PERSON