. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. DANIEL B. ZWIRN CORBIN CAPITAL PARTNERS, L.P. By Corbin Capital Partners Group, LLC, its General Partner [By Dubin & Swieca Capital Management, Inc., its Managing Memberj By: Name: Title: 1763893 vl/NY 3 EFTA00583450

rtnership Agreement, dated as of May 1, 2007 (as the same may from time to time be amended, or amended and restated, and in effect, the "CCP LPA"). Corbin Capital Partners Group, LLC, a Delaware limited liability company, is the general partner of CCP LP (the "General Partner"). B. Seller is a non-managing member in CCPM LL