Exhibit 10.2


 


EXECUTION COPY


 


RELEASE AND TERMINATION AGREEMENT


 


This Release and Termination
Agreement (this “Agreement”), dated as of September 30, 2016, by and among CĪON Investment Corporation,
a Maryland corporation (“CIC” or the “Guarantor”), 34th Street Funding, LLC, a Delaware limited
liability company (“34th Street Funding”) and JPMorgan Chase Bank, National Association, in its capacity as
administrative agent (in such capacity, the “Administrative Agent” and, together with 34th Street Funding, the
“Guaranteed Parties”) under that certain loan and security agreement, dated as of August 26, 2016 (as may be
further amended, modified or supplemented from time to time, the “Loan and Security Agreement”), by and among
34th Street Funding, as borrower, CĪON Investment Management, LLC (“CIM”), as portfolio manager, the lenders
party thereto, the Administrative Agent and U.S. Bank National Association, as collateral agent, as collateral administrator and
as securities intermediary, relates to the Guarantee, dated as of August 26, 2016 (the “Guarantee”), issued
by the Guarantor in respect of the due and punctual payment and performance of all covenants, agreements, indemnities and other
obligations (collectively, the “Guaranteed Obligations”) of CIM under the Portfolio Management Agreement, dated
as of August 26, 2016 (as may be further amended, modified or supplemented from time to time, the “Portfolio Management
Agreement”), by and between 34th Street Funding and CIM.


 


RECITALS


 


WHEREAS, the Guarantor
and the Guaranteed Parties wish to terminate the Guarantee and release the Guarantor from all ongoing rights, duties and obligations
under the Guarantee;


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


Section 1.          AGREEMENTS


 


(a)          The
parties hereto agree to terminate the Guarantee effective as of the date hereof and release the Guarantor from all duties and obligations
thereunder.


 


(b)          Each
of the Guaranteed Parties hereby acknowledges and agrees that there are no unperformed Guaranteed Obligations owing by the Guarantor
and each of the Guaranteed Parties waives any claim that such Guaranteed Party may have against the Guarantor under the Guarantee.


 


Section 2.          MISCELLANEOUS.


 


(a)          This
AGREEMENT shall be governed by and construed in accordance with the laws of the State of New York.


 




     


     


    

 


(b)          This
Agreement may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall
be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one
and the same instrument.


 


(c)          The
provisions of this Agreement are independent of and separable from each other, and, to the extent permitted by applicable law,
no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others
of them may be invalid or unenforceable in whole or in part.


 


(d)          Effective
as of the date hereof, the Guarantee is deemed to be terminated ab initio.


 





Signature Page to Termination Agreement (Performance
Guarantee)


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	 	CĪON INVESTMENT CORPORATION
	 	 
	 	By	/s/ Michael A. Reisner
	 	 	Name: Michael A. Reisner
	 	 	Title: Co-President and Co-CEO


 


Signature Page to Release and Termination
Agreement (Performance Guarantee)


 




     


     


    

 


	 	34TH STREET FUNDING, LLC,
	 	 
	 	By	/s/ Michael A. Reisner
	 	 	Name: Michael A. Reisner
	 	 	Title: Co-President and Co-CEO


 


Signature Page to Release and Termination
Agreement (Performance Guarantee)


 




     


     


    

 


	 	JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, as Administrative Agent
	 	 
	 	By	/s/ Louis Cerrotta
	 	Name:	Louis Cerrotta
	 	Title:	Executive Director


 


Signature Page to Release and Termination
Agreement (Performance Guarantee)