EFTA01113111Dataset 9
2007-05-015p2,003w
…31st Floor New York, NY 10022 Corbin Capital Partners Management, LLC 590 Madison Avenue, 31st Floor New York, NY 10022 Re: Irrevocable Directive and Agreement Ladies and Gentlemen: Reference is hereby made to (i) that certain Second Amended and Restated Limited Partnership Agreement of Corbin Capital Partners, L.P. ("CCP LP"), 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"), (ii) that certain…
https://www.justice.gov/epstein/files/DataSet%209/EFTA01113111.pdf
EFTA00584666Dataset 9
2011-08-0219p8,245w
…on or after the date hereof. Upon the sale of the Corbin Interests in accordance with this Agreement, Purchaser will be admitted as a limited partner of CCP LP in substitution for Seller and Purchaser will be admitted as a non-managing member of CCPM LLC in substitution for Seller. 3. Purchase Price and Payment. 3.1 Purchase Price. The purchase price for the Corbin Interests (the "Purchase Price") shall consist of (i) $1,000,000 (the "Fixed Price") which…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00584666.pdf
EFTA01098684Dataset 9
2007-05-0142p12,471w
…Seller is a non-managing member in Corbin Capital Partners Management, LLC, a Delaware limited liability company ("CCPM LLC' and, together with CCP LP, the "Corbin Entities"). Corbin Capital Partners Asset Management LLC. a Delaware limited liability c m an " PAM" i • the manaeine member of CCPM LLC (the "Manal in Member Seller is a party to that certain Second Amended and Restated Limited Liability Company Agreement dated as of May 1 2007 (the "May 2007 CCPM LLCA") The May…
https://www.justice.gov/epstein/files/DataSet%209/EFTA01098684.pdf
EFTA01093211Dataset 9
2011-08-312p736w
PROPOSED REPRESENTATIONS AND COVENANTS IN CONNECTION WITH A POST- AUGUST 31, 2011 APPRAISAL DATE Each of CCP LP and CCPM LLC (each, a "Corbin Entity") represents and warrants that during the period after August 31, 2011 and ending on the date hereof such Corbin Entity has not taken (directly or indirectly), and covenants that during the period from and including the date hereof and ending on the Appraisal Date such Corbin shall not take (directly or indirectly), and such Corbin…
https://www.justice.gov/epstein/files/DataSet%209/EFTA01093211.pdf
EFTA00583425Dataset 9
2011-09-1323p10,171w
…an interest as a Purchase Member (as defined in the CCPM LLC Agreement) (the "Purchase LLC Interest"; and Seller's Foundation LLC Interest and Purchase LLC Interest collectively, the "CCPM LLC Interests"). Seller's CCP LP Interests and CCPM LLC Interests are referred to collectively as the "Corbin Interests". The Foundation LLC Interest represents, among other things, a 1.5% Incentive Percentage, a 1.5% Management Percentage and 1.5% Sale Percentage (as such terms are defined in the CCPM…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00583425.pdf
EFTA00307934Dataset 9
2011-10-2811p4,449w
…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 time to time be amended, or amended and restated, and in effect, the "January 2010 CCP LPA"). Zwirn did not approve or consent to the January 2010 CCP LPA. B. Zwirn is a non-managing member in Corbin Capital Partners Management, LLC, a Delaware limited liability company ("CCPM LLC; and CCP LP and…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00307934.pdf
EFTA00584097Dataset 9
2011-07-254p1,870w
…to conduct the appraisal, so at the very least we can press the issue. 4. Section 3.3(b) - FYI, under Section 3.3(b) appraisal valuation methodology is as follows: "In order to arrive at the CCP LP Price and the CCPM LLC Price, the Appraiser shall first determine the value of each Corbin Entity as a going concern in a private market change of control transaction as of August 31, 2011 taking into account its financial condition, earnings…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00584097.pdf
EFTA00583448Dataset 9
2007-05-013p840w
…the Partnership shall, concurrently with the execution hereof, pay to Zwim and Epstein by wire transfer of immediately available funds, the CCP LP Price as provided in the Redemption Agreement. 2. Zwirn hereby assigns to the Assignee all of his right, title and interest in and to the Assigned Interest, excluding Zwim's right to any distributions or other amounts paid by the Partnership to him on or prior to the date hereof and his right to any indemnification from…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00583448.pdf
EFTA00584690Dataset 9
2007-05-015p1,785w
…Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the parties do hereby agree as follows: 1. In consideration of the transfer and assignment of the Assigned Interest by Zwirn to the Assignee as provided herein as well as the concurrent assignment by Zwim to the Assignee of the CCP LP Interest, the Assignee shall, concurrently with the execution hereof, pay to Zwim by wire transfer of immediately available funds, the Fixed Price…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00584690.pdf