EFTA01201609.pdf

CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT is made and entered into as of 21st day of October, 2014 by and between NARROWS HOLDINGS LLC, a New York limited liability company (the "Company") and LEON D. BLACK, the sole member of the Company (the "Contributor"). WITNESSETH: WHEREAS, the Company requires capital; and WHEREAS, the Contributor wishes to increase the value of its capital account in the Company in exchange for the contribution of the assets listed on Schedule A (the "Assets"). NOW, THEREFORE, in consideration of the premises and of the mutual promises herein contained, the parties hereto agree as follows: 1. Contribution. The Contributor hereby contributes and assigns the Assets to the capital of the Company, and the Company hereby accepts the Assets as a contribution to its capital. 2. Capital Account. The Company shall credit the Contributor's capital account to the extent necessary to reflect the value of the Contributor's contribution, and shall make such other necessary adjustments to the Company's books and records. 3. Execution of Necessary Documents. The Contributor shall execute and deliver to the Company, and the Company shall execute and deliver to the Contributor, any and all documents as may be necessary and proper to effectuate the transaction described herein. 4. Miscellaneous. This Contribution Agreement constitutes the entire agreement by and between the parties with respect to the transactions contemplated herein. This Contribution Agreement supersedes all previous representations, negotiations, commitments and writings between the parties with respect to the Assets. This Contribution Agreement may be amended or altered only by the mutual written agreement of both of the parties hereto. This Contribution Agreement shall be governed by and construed in accordance with the laws of the State of New York. The waiver by either party hereto of any breach of any provision of this Contribution Agreement shall not operate or be construed as a waiver of any subsequent breach by either of the parties hereto. This Contribution Agreement may be executed in counterparts and delivered by EFTA01201609 facsimile or PDF signatures, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. This Contribution Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective heirs, successors, assigns and legal representatives. Any terms used in the singular or plural, or masculine, feminine or neuter, shall be singular or plural, or masculine, feminine or neuter as the proper reading requires. The headings in this Contribution Agreement are solely for convenience of reference and shall not affect its interpretation. IN WITNESS WHEREOF, each of the parties has caused this Contribution Agreement to be executed as of the day and year first above written. COMPANY: NARROWS HOLDINGS LLC By: Leon D. Black, Sole Member CONTRIBUTOR: LEON D. BLACK EFTA01201610  SCHEDULE A ASSETS Artist: Joseph Cornell Title: Untitled (Bird Box) Medium: illuminated box construction Size: 12 3Ax 87/8 x4%in. Date: 1958 Artist: Joseph Cornell Title: Hotel de l'Etoile (Suzy's Room) Medium: box construction Size: 12 3Ax 87/8 x4%in. Date: 1957 3 EFTA01201611