PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT, dated as of December , 2012, by and among Southern Trust Company, Inc., a United States Virgin Islands corporation ("STC), Leon Black, as as a Black Family Member (as hereinafter defined) and in his capacity as the Black Family Representative (as hereinafter defined), and the persons and entities executing a signature page hereof as Black Family Members (including Leon Black, each a "Black Family Member" and, collectively, the "Black Family Members"). This will confirm and constitute the agreement by and among the Black Family Members and STC regarding the purchase by the Black Family Members from STC, and the sale by STC to the Black Family Members, of a series of financial algorithms to be used solely for the purpose of analyzing, evaluating, and structuring the financial estates of the Black Family Members (the "Purchased Algorithms"). With respect to the purchase and sale of the Purchased Algorithms, STC and the Black Family Members hereby agree as follows: 1. Purchase and Sale; Ancillary License; Ownership; Certain Restrictions. (a) Purchase and Sale. Effective on the date hereof, the Black Family Members hereby purchase and accept from STC, and STC hereby sells, transfers and conveys to the Black Family Members, all right, title and interest of STC in and to the Purchased Algorithms, upon, subject to and in accordance with the provisions of this Agreement; provided, however, that the Purchased Algorithms shall not include the Licensed IP (as hereinafter defined). The Black Family Members hereby acknowledge receipt from STC of the Purchased Algorithms, which have been delivered by STC to the Black Family Members prior to the date hereof. (b) Non-Exclusive Ancillary License. In connection with the purchase and sale of the Purchased Algorithms, the Black Family Members hereby acknowledge receipt from STC of certain Licensed IP. STC hereby grants to the Black Family Members,