MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of March 2011 (this "Agreement"), is by and between KERRY WELLINGTON, with an address do Classic Group Inc., 4 West 22nd Street, New York, NY 10010 ("Seller"), and DAVID J. MITCHELL, with an address at 815 Fifth Aven

o. 3 360559-1-W EFTA00307076 IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the date first written above. SELLER: KERRY WELLINGTON PURCHASER: DAVID J. MITCHELL 4 360559-I-W EFTA00307077

ding on the parties hereto. IN WITNESS WHEREOF, the undersigned have made this Assignment effective as of the date first written above. ASSIGNOR: KERRY WELLINGTON ASSIGNEE: DAVID J. MITCHELL CONSENT ACKNOWLEDGED: DAVID J. MITCHELL Non-transferring Member and Manager of Advancestar LLC 360584-I-W 2 EFTA