Timcstamp: 3/9/2011 12:44 PM CDT AFFIDAVIT OF GLENN DUBIN STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK) Glenn Dubin, being duly sworn, deposes and says: I. I am over twenty-one years of age and am competent to testify to the matters stated herein because I have personal knowledge of the facts and statements in this affidavit. Each of the facts and statements is true and correct. 2. From 2002 and through 2007, an entity that I controlled owned an interest in the management company that served as the general partner of DB Zwirn Special Opportunities Fund, L.P. ("Fund"). The Fund was named after Daniel Zwirn ("Zwim"). While Zwirn was responsible for day-to-day management of the Fund, I helped raised capital for the Fund and Zwirn would consult with me about various issues. In addition, I was Chief Executive Officer of Highbridge Capital Management, which invested significant sums with Zwim through a managed account ("Highbridge Managed Account"). 3. In March of 2006, I learned from Zwim that investor funds had been used to pay for a private plane owned by Zwirn's management company. Although the money was repaid by Zwim, this transaction represented a significant error of judgment and a break down in accounting controls. After investigating the details of this transaction, I subsequently have learned that Zwim knew full well about this transaction at the time, yet he told investors throughout 2006 that he had no knowledge of it until after-the-fact. 4. As well, I learned that Zwirn's management company paid itself management fees ahead of when the fees should have been paid. The early payment did not represent a huge amount of money but it again highlighted a seriously control issue within Zwirn's management company. 5. Contrary to my advice that Zwim immediately inform all investors of these issues, Zwim decided to "investigate" the matters, allowing outside counsel to conduct an extended investigation of what were relatively discret