PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") made as of the day of , 2016 by and between (i) Leon D. Black, (the "Seller"), (ii) Bradley J. Wechsler, as Trustee (the "Trustee") of the trust created under the Agreement known as the APO-B TRUST dated May 20, 2015 between Leon D. Black, as Grantor, and the Trustee (the "Purchaser") and (iii) AP Narrows LP, a Delaware Limited Partnership (the "Partnership"). Certain capitalized terms used herein without definition shall have the respective meanings set forth in the Limited Partnership Agreement dated February 24, 2015 of the Partnership (the "LP Agreement"). WITNESSETH: WHEREAS, the Seller is the owner of the Class B General Partnership interest in the Partnership (the "Partnership Interest"), representing two percent (2%) of the Partnership's capital; WHEREAS, the Seller wishes to sell to the Purchaser all of his right, title and interest in and to the Partnership Interest as of the date hereof (the "Transfer Date") for the Fair Market Value of the Partnership Interest, as hereinafter defined (the "Purchase Price"); and WHEREAS, the Purchaser and the Seller have made a good faith estimate of the Fair Market Value of the Partnership Interest to be the sum of Dollars ($ ) (the "Estimated Value"). NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Purchase of Partnership Interest. a. The Purchaser and the Seller hereby agree that the Fair Market Value of the Partnership Interest shall be equal to two percent (2%) of the fair market value of the assets and liabilities of the Partnership on the Transfer Date, with the fair market value of the Partnership's art holdings to be determined by Christie's Appraisals, Inc. (the "Appraisal") and the fair market value of all remaining asse