Agreement, including each Non-Managing Member's Revised Supplement, supersedes all prior agreements and arrangements, whether written or oral, relating to such Non-Managing Member's compensatio

from any sale of the equity in, or the assets of, one or more Fund Managers except to the extent set forth in Sections 13 and 14 hereof or in such Non-Managing Member's Revised Supplement. Each Member acknowledges and agrees that this Agreement is not intended to provide any Member with any right to continued par

Points previously owned by a Member having been contributed to the Company pursuant to Section 3); (Y) to reflect Negative P&L as reflected in such Non-Managing Member's Revised Supplement as adjusted pursuant to section 10c and (Z) as of December 31, 2010, to reflect allocations and payments for fiscal year 2010

than deemed advances) in accordance with Section I lh(1) and 11(h)(2) shall (i) be deemed distributed to such Non- Managing Member, (ii) reduce such Non-Managing Member's Capital Account balance and (iii) reduce the amount of such Non-Managing Member's Note Obligations in accordance with the terms of the applicable

e Covenants Agreement, then at the end of such two-year period such Departed Non-Managing Member shall vest with respect to all allocations to such Non-Managing Member's Capital Account made prior to the two full calendar years before the date of Resignation, as reduced for subsequent aggregate net losses allocate

the case of a Retirement or with respect to vested Equity Percentages, if a Non-Managing Member fails to comply with the Covenants Agreement, such Non-Managing Member's Equity Percentage shall be forfeited. Any other DOC ID - 25061468.12 57 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047100 CONFI