SETTLEMENT AGREEMENT AND GENERAL RELEASE THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE ("Agreement") is made and entered into on this day of December, 2014 by and among TCC International LLC, a Delaware limited liability company ("TCC"), The Core Group Management LLC, a Delaware limited liability company ("CGM"), The Core Club 55ih Street LLC, a Delaware limited liability company ("CCF" and together with TCC and CGM, collectively being "Core"), and Mortimer Zuckerman, the undersigned "founding member" ("FM"). Core and FM shall, together with their respective successors, heirs, executors, and/or assigns, hereinafter, collectively, be referred to as the "Parties." WHEREAS, FM provided a loan to CCF which is evidenced by a subordinated promissory note in the original principal amount of $ (the "Note"); WHEREAS, CCF operates a club at premises located at 60 East 55th Street in New York, New York and known as The Core Club (the "Club"); WHEREAS, on or about 2008 or 2009, in connection with a proposed restructuring of the capitalization of CCF which was not consummated, FM was granted certain discounts, privileges and other consideration; WHEREAS, FM has received discounts, privileges and other consideration having the respective values set forth on Appendix A• WHEREAS, CCF shall provide or shall cause to be provided to FM certain additional consideration as more specifically set forth on Appendix A (the consideration set forth on Appendix A shall hereinafter be referred to as the "Consideration"); and WHEREAS, FM is willing to forgive the indebtedness outstanding under the Note, if any, in consideration of the Consideration; NOW THEREFORE, in consideration of the mutual promises and covenants herein contained and the benefits to be derived by each Party, for the payments to be made hereunder, and for other good and valuable consideration (including, without limitation, the Consideration), the receipt and sufficiency of which is hereby acknowle