FILED: NEW YORK COUNTY CLERK 01/19/ :40 AM INDEX NO /2016 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 01/19/2016

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1 FILED: NEW YORK COUNTY CLERK 01/19/ :40 AM INDEX NO /2016 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 01/19/2016 GUARANJY THIS GUARANTY. dated as of the 1st day of September, 2000, is made by RICHARD FIELDS, an individual ("Guarantor''), fotthe benefit ofrobert TOUSSIE, individually and/or as nominee. and MICHAEL TOUSSIE, individually and/or as nominee, (the "Investors,,). WITNESS EI H: WHEREAS, Coastal Development LLC, a New York limited liability company ("Coastal.. ), Guarantor and the Investors have entered into a Participation Agreement, dated September l, 2000 (the "Aereement"), pursuant to which Coastal agreed to grant to the Investors a participation interest in certain "Distributions" as defined in the Agreement ("Distr-ibutions") in return for certain payments to Coastal by the fuvestors; WHEREAS, Coastal is wholly owned by Guarantor, and Guarantor will derive substantial economic benefit from the Investors' entering into the Agreement; WHEREAS, in order to induce the Investors to enter into the Agreement, Guarantor agreed to execute, acknowledge and deliverthis Guatanty in favor of the Investors guarantying payment and performance by Coastal of its obligations under the Agreement; and WHEREAS, the Investors have agreed to enter into the Agreement and make such payments upon the condition that this Guaranty be duly executed, acknowledged and delivered by Guarantor to the Investors. NOW THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Guarantor and the Investors agree as follows: 1. Guarantor hereby presently, irrevocably, absolutely and unconditionally guarantees to the Investors the following (collectively, the "Obli2ations''): ( a) the punctual., prompt and complete payment by Coastal, as and when due and payable pursuant to the Agreement, of the Investors' participation interest in the Distributions actually deposited with or otherwise received by Coastal; (b) the punctual, prompt and complete performance of all of Coastal's other obligations under the Agreement; and ( c) the reimbursement to the Investors, within ten ( I 0) days after demand, of any 3S2930v.l [71CBMOl!.WPDJ OBL-~ lz0/910.d UBL-! ZZ69688ZlZ+ "djo~ lu9w9!euen l9u9r-woj~ 0-ZZ-Zl

2 , and all costs and expenses {including, without limitation, reasonable attorneys' fees and disbursements) paid or incurred by the Investors incurred by the Investors in enforcing (other than wrongfully) this Guaranty after demand for performance hereunder. 2. This Guaranty is an absolute and unconditional guaranty of payment and perfonnance and not merely of collection. Guarantor acknowledges and, agrees that Guarantor's liability hereunder shall be primary and that in any right of action which shall accrue to the Investors under the Agreement, the Investors may, at their option, proceed against Guarantor and Coastal.jointly and severally, or proceed against Guarantor under this Guaranty without commencing any suit or proceeding of any kind or nature whatsoever against Coastal, or without having obtained any judgment against Coastal. This Guaranty is a continuing guaranty and shall remain in full force and effect until the satisfaction in full of all of the Obligations. 3. Guarantor hereby waives: (a) any and all requirements that the Investors institute any action or proceeding at law or in equity against Coastal or anyone else, or exhaust their remedies against Coastal or anyone else, in respect of the Agreement, as a condition precedent to bringing an action against Guarantor under this Guaranty; (b) except as provided in paragraph l(c), notice of acceptance of this Guaranty by the Investors, notice of presentment, demand for payment, protest. notice of dishonor, notice of protest, notice of default or nonpayment and all other notices of every kind and description now or hereafter required to be given to Guarantor by the Investors under any statute or rule oflaw. and any and all notices and demands given by the Investors to Coastal under the Agreement; and (c) TO THE FULLEST EXTENT PERMIITEDBY APPLICABLE LEGAL REQUIREMENTS,GUARANTOR,ASANINDEPENDENTCOVENANT,KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM OR OTHER DISPUTE ARISING UNDER TffiS GUARANTY. 4. The validity of this Guaranty and the liability of Guarantor hereunder shall remain in full force and effect and shall in no way be terminated, affected, diminished or impaired by reason of any circumstances whatsoever. including without limitation the following: ( a) the assertion of or the failure by the Investors to assert against Coastal any of the rights or remedies reserved to the Investors pursuant to the terms, covenants and conditions contained in the Agreement following a default by Coastal under the Agreement, (b) the non-liability of Coastal under the Agreement by reason of any law, regulation or order, now or hereafter in effect in any jurisdictio~ affecting the rights of Coastal with respect thereto, including any bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, reccivorship or trusteeship affecting Coastal or its successors or assigns, whether or not notice thereof is given to Guarantor, (c) any assignment or other transfer of all or any part of Coastal' s interest in the Agreement. ( d) any modification. renewal or extension of the Agreement, ( e) any consent, waiver or other action, inaction or omission under or concerning v.t [7JCBMOI ~-Wl'Oj -2-06L-~ IZO/LIO.d 68L-l ZZ69688ZIZ+ d10, JU9W&Jeuen f9u9f-woj~ zn1 0-ZZ-ZI

3 the Agreement, (f) any dealing, transaction, matter or thing occurring between the Investors and Coastal, or (g) any other circumstance or c:ondition that may result in a discharge, limitation or reduction of liability of Coastal or Guarantor, other than the full release and complete discharge of all ofcoastal's obligations under the Agreement. 5. No delay on the part of the Investors in e:x.ercising ~y right, power or privilege under this Guaranty nor any failure to exercise the same shall operate as a waiver ofor otherwise affect any right, power or privilege of the Investors under this Guaranty, nor shall any single or partial exercise thereof preclude the further exercise o~ or the exercise of any other, right, power or privilege of the Investors under this Guaranty. 6. This Guaranty shall be governed by, and cons~ed and enforced in accordance with, the laws of the State of New York, without reference to conflicts of law principles. Guarantor hereby expressly and irrevocably submits to the in personam jurisdiction of the state courts of the State ofnew York sitting in New York County or the federal courts sitting in New Yolk County in any suit, action or proceeding arising, directly or indin;ctly, out of or relating to this Guaranty. To the extent permitted under applicable law, thiseonsent tb personal jurisdiction shall be self-operative and no further instrument or action shall be necessary iri.,order to confer jurisdiction upon the person of Guarantor in any such court. 7. If the Investors shall be obligated by any banlc'.ruptcy, insolvency or other legal proceedings to repay to Guarantor or Coastal. or to any trustee, receiver or other representative of any of them, any amounts previously paid by Guarantor pursuant to this Guaranty, this Guaranty shall be deemed reinstated to the extent of the repayment made by the Investors without prejudice to the Guarantor's right to contest the amount that the Investors were required by law to repay. 8. No amendment, waiver or modification of any provision of this Guaranty nor any termination of this Guaranty shall be effective unless in writing and signed by the party again.st whom the amendment, waiver, modification or termination is sought to be enforced, nor shall any waiver be applicable except in the specific instance for which it is given. 9. All notices, demands or other communications pemritted or required to be given hereunder shall be in writing and shall be deemed sufficiently given or rendered if delivered by hand, by a nationally recognized overnight courier service (against a receipt of delivery) or sent via facsimile. provided that the original of a facsimile notice must also be sent by hand delivery or overnight courier service to the receiving party on the same date that the facsimile is sent. In addition, the party sending a facsimile notice shall use its best efforts to notify the receiving party by telephone on such date that a facsimile notice has been sent Notices shall be addressed as follows: 3Sl930 v.l (7K.BMOI!.wPD] -3-06l-~ lz0/810'd 681-! ZZ69688ZlZ+ djo~ luaw&jeuen l&u8f-woj~ 0-ZZ-Zl

4 Ifto the Investors: c/o Robert Toussie 290 Exeter Street Brooklyn. New York If to Guarantor: Richard Fields 590 Madison Avenue 32ndFloor New York. New York All notices, demands or other communications shall be deemed to have been rendered or given (a) on the date when it shall have been hand delivered, (b) on the first Business Day after delivery by reputable overnight delivery courier or ( c) on the first Business Day after delivery of the facsimile transmission if the original notice is received by the other party on the first Business Day following the facsimile transmission. The Investors and Guarantor may from time to time by notice to the other designate such other place or places for the receipt of future notices. The inability to deliver because of a changed address of which no notice was given or rejection or other re~al to accept any notice shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. 10. This Guaranty shall be binding upon Guarantor and inure to the benefit of the Investors and their respective successors and permitted assigns. 11. All remedies afforded to the Investors by reason of this Guaranty are separate and cumulative remedies and it is agreed that no one remedy, whether exercised by the Investors or not, shall be deetned to be in exclusion of any other remedy available to the Investors and shall not limit or prejudice any other legal or equitable remedy which the Investors may have. 12. If any provision of this Guaranty or the application thereof to any person or circumstance shall to any extent be held by a court of competent jurisdiction to be void, unenforceable or invalid. then the remainder of this Guaranty or the application of such provision to persons or circumstances other than those as to which it is held void, unenforceable or invalid, shall not be affected thereby and each provision of this Guaranty shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed as oftbe day and year first above written. 3Sl930v.l [7XBM011,WPDJ -4-.)tlCHARD FIELDS 08l-~ lz0/8lo'd 881-l ZZ89588ZlZ+ djo~ tuawa1eue" 1auar-woJ~ to-zz.:.z1

5 STA TE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 1st day of September in the year 2000, before me, the undersjgn.ed, a Notary Public in and for said State. personally appeared Richard Fields personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s-) whose name(s) is~) subscribed to the within instrument and acknowledged to me that he/~cy executed the same in his/herltheir capacity{ies), and that by hi~ signatur~ on the instrument, the individualw, or the person upon behalf of which the individuaiw acted, executed the instrument. OIAIIJIIIA L OPPEGARD Nota,y Pl.ibllc, St:te o/ New Yo No. ~ l'k Qualified in ~~ """'m'"""" """'"". ' r.}jkll 3S29JO v.j [7KBMOI LWPOJ l-~ IZO/OZO.d 68l-l ZZ6968BZIZ+ ES)! EO-W ZI