,000 NEW YORK, NEW YORK FOR VALUE RECEIVED, the undersigned, JOHN J. HANNAN, DEBRA R. BLACK and BARRY J. COHEN, in their capacities as trustees of the BEB 2011 Trust, promise to pay to BENJAMIN ELI BLACK, in his individual capacity, the principal sum of exactly FIVE MILLION ONE HUNDRED TWENTY THOUSAND and 00/100

Price (as hereinafter defined) made by the Debtor, dated as of the date of this Agreement, payable to the order of the BEB Trustees, as trustees of the BEB 2011 Trust. "Purchase and Sale Agreement" shall mean the Purchase and Sale Agreement of even date herewith by and among the Debtor, as purchaser, the Holder,