Counsel RB Capital Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

MUTUAL SEPARATION AND TRANSITION AGREEMENT

     This Mutual Separation and
Transition Agreement (“Agreement”) is entered into effective as of June 30,
2013, among Counsel RB Capital Inc. (“Company”), Jonathan Reich (“Executive”),
CRB Holdings NY, LLC (“CRB Holdings”), and Forsons Equity, LLC (“Forsons”) (each
a “Party” and collectively the “Parties”).

     Executive is employed by Company
as its Co-CEO and Executive’s wholly-owned company, CRB Holdings, is a
stockholder of Company;

     The Parties have mutually agreed
to end Executive’s employment relationship with Company, to terminate certain
agreements among the Parties, and to part amicably.

     In consideration of the
agreements set forth below, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties, intending
to be legally bound, agree as follows:

     1. Executive’s
Separation. Executive’s separation from Company will be effective
as of the close of business on June 30, 2013 (the “Separation Date”). Executive
hereby resigns as an employee, director, officer and from any other position he
may hold at Company and each of its Affiliates, effective as of the Separation
Date. For purposes of this Agreement, Affiliates means any person, entity or
organization that controls, is controlled by or under common control with
Company or Executive, respectively. For purposes of this Agreement, the term
“control” means the possession, directly or indirectly, of the power to direct
or cause the direction of the management of a person, entity, partnership, joint
venture, trust, business or other organization or association, whether through
ownership of voting securities, as trustee or executor, by contract or any other
means. For clarity, the Affiliates of Executive include Forsons, CRB Holdings
and Reich Brothers, Inc., and the Affiliates of Company include Counsel
Corporation, Counsel RB Capital LLC (“CRB”) and Heritage Global Partners, Inc.
(“HGP”).

     2. Salary and
Benefits. Subject to standard withholding requirements, Company
will pay Executive an amount equal to his present monthly salary and continue
any group medical or health benefits plan currently provided by Company, in each
case through July 31, 2013. On or before August 1, 2013, Executive will pay to
Company an amount equal to the sum of Executive’s salary for July plus the cost
of Executive’s group medical or health benefits plan for July. For clarity, such
expenses include the amounts shown on Schedule 2. No benefits, salary,
bonus, severance payments or other amounts whatsoever will be due to Executive
except as set forth in this Section 2. Executive may exercise the option of
continuing any group medical or health benefit plan provided by Company
consistent with, for the duration allowed by, and under the conditions imposed
under applicable federal and state laws. Company will provide Executive with a
standard COBRA letter providing further details concerning Executive’s health
insurance continuation rights.

     3.
Expenses. Company has paid the June charges on
Executive’s AMEX account in accordance with Company policy. On or before August
1, 2013, Executive and Adam Reich will reimburse Company for Executive’s
personal expenses shown on Schedule 2. Amounts otherwise due from
Executive and Adam Reich under this Agreement will be reduced by certain
expenses paid by Adam Reich in the amount shown on Schedule 2.




     4. Common Stock and
Intellectual Property Matters.

          4.1
Surrender of Shares. Effective on the Separation Date, Executive hereby
surrenders to the Company 400,000 shares of Company Common Stock (the “Shares”).
Executive represents and warrants to Company that Executive holds good and valid
title to, and sole record and beneficial ownership of, the Shares, free and
clear of any liens, encumbrances, claims or other defects of title or
restrictions other than applicable securities laws (collectively,
“Encumbrances”), and Executive has not assigned or agreed to assign any rights
related to the Shares. Promptly following execution of this Agreement, Executive
will deliver to Company the stock certificates representing all of the Shares,
with duly executed stock powers reasonably satisfactory to Company and its
transfer agent, in proper form for transfer, free and clear of all
Encumbrances.

          4.2
Termination of License. The Intellectual Property License and
Preservation Agreement dated August 10, 2012, between Executive and Company is
hereby terminated as of the Separation Date. Promptly following the execution of
this Agreement, Company will take all reasonable steps to change the name of
Company and its subsidiaries to remove references to “RB” and will not use the
name Reich Brothers or any variant thereof from and after the execution of this
Agreement. For clarity, the term of the Intellectual Property License and
Preservation Agreement set forth in Section 3 of that agreement is terminated
and ends effective as of the Separation Date.

          4.3
Options. Executive’s option to acquire up to 625,000 shares of Company
Common Stock pursuant to the Stock Option Grant Notice dated January 19, 2011
between Executive and Company will remain in full force and effect, in
accordance with and subject to the terms and conditions of the grant notice,
Stock Option Agreement dated January 19, 2011 between Executive and Company, and
Company’s 2010 Non-Qualified Stock Option Plan.

          4.4
Retained Stock. For clarity, CRB Holdings will retain the 1,621,000
shares of Company Common Stock that it currently owns. Such shares will remain
subject to all applicable state and federal securities laws. Promptly following
the execution of this Agreement, the Parties will cooperate to remove from the
stock certificates representing such shares all restrictive legends other than a
standard securities laws legend.

     5. Satisfaction of
Guarantees. On or promptly following the execution of this
Agreement, Company will procure the termination of the following Agreements
related to Company’s loan from Israel Discount Bank of New York (“IDB”):
Guaranty Agreement from Forsons Equity, LLC dated June 2, 2009, Support
Agreement from Jonathan Reich dated June 2, 2009, and Guaranty Agreement
(Validity) from Jonathan Reich dated June 2, 2009. The Parties acknowledge and
agree that the Guaranty Agreement (Limited) from Jonathan Reich dated June 2,
2009 was released by IDB on or about March 1, 2011. In this regard, Company
agrees to advance funds to CRB to pay off in full on or before the execution of
this Agreement, Company’s obligations to Israel Discount Bank under the above
referenced loan, with an approximate remaining balance of $4,000,000. In the
event, for any reason, any of the guaranty or support agreements referenced
above, or any replacements or amendments thereof are not fully released and
terminated by the execution of this Agreement, the Company hereby agrees to
indemnify, defend and hold harmless the Executive and his heirs, successors and
assigns from and against any claims made by Israel Discount Bank or its assigns
under any of such guaranty or support agreements referenced above or any replacements or
amendments thereof. In the event such guaranty or support agreements are not
terminated and released in full within 30 days following the Separation Date,
the Company will terminate its loan facilities with Israel Discount Bank and
replace them with another lender and new loans.

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     6. Termination of
Other Agreements.

          6.1
Terminated Agreements. Except as provided in Section 6.2, each existing
agreement between the Parties is hereby terminated as of the Separation Date,
including but not limited to the Company Code of Conduct as it applies to
Executive, the Employment Agreement between Executive and Company dated January
19, 2011, as amended, and the Lock-up Agreement among Forsons, Executive and
Company dated December 10, 2012, as amended. For clarity, no provisions of the
Company Code of Conduct as it applies to Executive, the Employment Agreement
between Executive and Company dated January 19, 2011, as amended, or the Lock-up
Agreement among Forsons, Executive and Company dated December 10, 2012, as
amended, that were intended to survive termination of such agreements shall
continue after the Separation Date unless they are required by law. For clarity,
notwithstanding the termination of the foregoing agreements, no claim for any
breach of any agreement or obligation by any Party is waived or released by this
Agreement.

          6.2
Surviving Agreements. Notwithstanding Section 6.1, the Stock Option Grant
Notice and Stock Option Agreement described in Section 4.3 and the
Indemnification Agreement dated January 19, 2011 between Executive and Company
will remain in full force and effect in accordance with their terms
(collectively, the “Surviving Agreements”). For clarity, Executive’s rights to
indemnification, under the charter and bylaws of Company and the constituent
documents of Company’s subsidiaries will remain in full force and effect in
accordance with their terms. Executive’s rights and obligations under any
directors’ and officers’ insurance policy maintained by Company are not effected
by this Agreement and the Company agrees to maintain such policies after the
Separation Date in Company’s discretion in accordance with Company’s needs;
provided that Company will notify Executive if Company plans to terminate or not
renew such insurance so that Executive may seek to purchase tail or other
coverage.

          6.3
Non-disparagement. Except as required by applicable law or compelled by
legal process, neither Executive nor anyone acting on his behalf will (i) make
any derogatory, disparaging or critical statement about the Company, its
Affiliates, or any of their present or former officers, directors, employees,
shareholders, parents or subsidiaries or (ii) without the prior written consent
of the Company, communicate, directly or indirectly, with the press or other
media concerning the Company, its Affiliates, or any of their present or former
employees or business of the Company (other than incidental references to the
Company or its business which are non-specific in nature and included as a part
of Executive's general market observations). Further, the Company agrees that,
both during and after the Employment Period, except as required by applicable
law or compelled by legal process, neither the Company nor anyone acting on its
behalf will (i) make any derogatory, disparaging or critical statement about
Executive, his Affiliates, or any of their present or former officers,
directors, employees, shareholders, parents or subsidiaries or (ii) without the
prior written consent of Executive, communicate, directly or indirectly, with
the press or other media concerning Executive, his Affiliates, or any of their present or former officers,
directors, employees, shareholders, parents or subsidiaries.

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     7. Transition
Matters.

          7.1
Transition Services. Executive will assist Company and reasonably
cooperate in the transition of Executive’s responsibilities and duties to the
Company and its Affiliates to such persons as may be designated by the Company,
including assisting in transitioning business points of contacts and
relationships with which Executive or any Transferred Employee (defined below)
has been the principal point of contact on behalf of the Company or its
Affiliates and ensuring the transfer of relevant knowledge necessary to enable
the successful completion of and collection of amounts due under any
transactions underway for which Executive or any Transferred Employee (defined
below) has been principally responsible. Following the execution of this
Agreement, Executive will be reasonably available via email and telephone to
answer questions and provide guidance relating to matters previously under the
direction or control of Executive or any Transferred Employee, and will
cooperate in good faith with Company in providing information and answering
questions related to such matters. Except as provided in Sections 7.6 and 7.7,
Company anticipates that the need for post-Separation Date cooperation will be
limited, and that Executive will not be required to play an active role in any
Company transactions after the execution of this Agreement. As part of his
employment, Executive obtained knowledge, information, and expertise regarding
the operations of Company that may be useful to Company in prosecuting,
defending and otherwise managing current and future litigation matters by or
against Company. After the execution of this Agreement, Executive will, with
reasonable notice and at Company’s expense, furnish information as may be in the
possession of Executive or any Transferred Employee and will cooperate and cause
the Transferred Employees to cooperate with Company as may reasonably be
requested in connection with any claims or legal actions in which Company or its
Affiliates are or may become a party.

          7.2
Employee Transfer. Effective as of the Separation Date, CRB will
terminate the employment of Marc Esrig, Steve Kaufman, Yulia Levesque, Vaughn
Barber and Ron Schinik (collectively, the “Transferred Employees”). Subject to
standard withholding requirements, Company will pay the Transferred Employees an
amount equal to their present monthly salary and continue any group medical or
health benefits plan currently provided by Company, in each case through July
31, 2013. On or before August 1, 2013, Executive will pay to Company an amount
equal to the sum of the Transferred Employees’ salaries for July plus the cost
of Transferred Employees’ group medical or health benefits plan for July.
Effective as of the Separation Date, Executive will employ the Transferred
Employees on terms determined by Executive. Executive will indemnify, defend and
hold harmless Company for any loss, cost or liability (including reasonable
attorneys’ fees) incurred by Company or any Affiliate arising out of or relating
to accrued paid time off and accrued vacation of the Transferred Employees as of
the Separation Date which have not been paid to the Transferred Employees as of
the Separation Date, including any investigation, complaint or action by any
Transferred Employee or governmental agency or authority. Executive agrees to
pay any claim for such unpaid time off or vacation pay when and if asserted by
any Transferred Employee. The Transferred Employees will not receive bonus or
severance pay upon their departure from Company.

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          7.3
Office Transfers. Effective as of the Separation Date, Executive will
cause his Affiliates to terminate the New York Lease (the “Lease”) dated March
1, 2009 for the Company’s NY office (the “Office”). Notwithstanding the
provisions of the Lease, after the Separation Date, no party to the Lease will
have any further rights, obligations, duties or liabilities under the Lease.
Executive will be entitled to retain all of Executive’s personal property
located at the Office. On or before August 1, 2013, Executive will return to
Company the security deposit shown on Schedule 2.

          7.4
Active Transactions. Attached as Schedule 7.4A is a list of active
transactions or opportunities with respect to which Company, its Affiliates or
Executive have commenced meaningful efforts as of the Separation Date (the
“Pending Opportunities”), and attached as Schedule 7.4B is a list of
publicly known transactions on which Company, its Affiliates or Executive have
not commenced meaningful efforts to obtain or pursue as of the Separation Date
(the “Public Opportunities”). For clarity, “commenced meaningful efforts”
includes making a bid, inspecting the property or putting a partners group
together to pursue the opportunity. Schedule 7.4B is a list of publicly
known transactions based on Executive’s last 6 month’s expense report data
showing which transactions have been under consideration to varying degrees, but
that have not become Pending Opportunities. Executive represents and warrants to
Company that Schedule 7.4A is complete and accurate and that, other than
transactions and opportunities that are identified on Schedule 7.4A,
Executive has no actual knowledge of any transactions or opportunities with
respect to which Company, its Affiliates or Executive have commenced meaningful
efforts as of the Separation Date. For a period of 180 days following the
Separation Date, Executive and his Affiliates, including any venture in which
Executive is involved in the future, will not directly or indirectly, solicit,
exploit, pursue or undertake any Pending Opportunity or assist any third party
to do so. The restrictions in this Agreement are narrowly tailored to protect
Company’s interest in its Pending Opportunities that Company has expended
substantial effort to pursue, and will not impair Executive’s ability to
practice his profession or earn a living. Either party to this Agreement may
solicit any party named on Schedule 7.4B without restriction. The
restrictions in this Section 7.4 are not intended to prevent Executive or Reich
Brothers, Inc. from pursuing any opportunities that are not Pending
Opportunities.

          7.5
Asset Disposition. Company will not dispose of any material assets of
Company or CRB identified on Schedule 7.5, except or unless: (i) in
good-faith, arm’s-length transactions at fair market value with unrelated third
parties; or (ii) with the prior written consent of Executive; or (iii) Company
or CRB contemporaneously assigns to Executive an interest in such assets
proportional to Executive’s percentage ownership of the Company’s then current
issued and outstanding capital stock on a fully diluted basis (“Executive’s
Prorata Share”); or (iv) Company or CRB contemporaneously pays to Executive an
amount equal to the product of (y) the fair market value of such assets
multiplied by (z) Executive’s Prorata Share. For purposes hereof, fair market
value of assets shall be no less than the fair market value determined in any
disposition of such assets.

          7.6
Confirmed Profit Share. Following the execution of this Agreement,
Company will pay to Executive and Adam Reich, jointly, an amount equal to the
percentage specified on Schedule 7.6 multiplied by the Cumulative Net
Profits (defined below) from the transactions identified on Schedule 7.6.
Executive will remain actively involved in these transactions and assist Company
and its Affiliates to complete such transactions, in each case as reasonably requested by Company. “Cumulative Net Profits” means
the cumulative sum of net profits received and losses incurred by CRB and its
Affiliates from the sale by CRB and its Affiliates of the assets included in the
specified transactions; provided that the net profits or losses for each such
transaction will be calculated on the same basis as net profits and losses are
required to be calculated with respect to third-party partners in the applicable
transaction, or, if the transaction does not include a third party partner, the
gross sale proceeds less the cost of goods, capital invested, sales, use,
transfer and similar taxes and expenses directly related to the acquisition and
sale of the assets, including carrying costs of any real estate. Company will
track all amounts received that are subject to this Section 7.6, and all
applicable costs, expenses and disbursements, and within 30 days following
Company’s final determination of the Cumulative Net Profits, Company will pay to
Executive and Adam Reich, jointly, any amount required by this Section 7.6, and
provide a calculation in reasonable detail of Company’s determination of any
amount due. For clarity, in calculating Cumulative Net Profits, any negative net
profits resulting from any applicable transaction will be offset against any
positive net profits resulting from any applicable transaction, provided that if
Cumulative Net Profits is an amount below zero, Executive will not be obligated
to pay Company any portion of the negative Cumulative Net Profits.

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               7.6.1
Exception Transaction.

                    (a)
Purchase. With respect to the transaction identified on Schedule 7.6
that is marked with an asterisk (the “Exception Transaction”), on or before
July 31, 2013, Executive, jointly with Adam Reich, may in their discretion
notify Company in writing (the “Election Notice”) of their intent to purchase
the remaining assets related to the Exception Transaction (the “Exception
Assets”) for a total purchase price equal to the sum of: (i) all costs and
expenses incurred, paid or payable and related to the acquisition of the
Exception Assets, and all other costs and expenses incurred, paid or payable and
related to the Exception Assets through July 31, 2013, minus (ii) $250,000. To
be effective the Election Notice must, if accepted by Company, constitute a
binding obligation of Executive to consummate the purchase of the Exception
Assets and include an earnest money deposit of $400,000. The earnest money will
be applied to the purchase price at closing, be returned to Executive if Company
defaults, or be retained by Company if Executive defaults. Retention or return
of the earnest money will not limit or affect any remedy available to any Party
for a default. Within fifteen days after receipt of an effective Election
Notice, Company will notify Executive and Adam Reich in writing whether Company,
in its discretion, accepts the Election Notice and agrees to be bound to
consummate the sale of the Exception Assets. If Company accepts in writing the
Election Notice, then on a mutually agreed date that is not later than September
30, 2013, the parties will consummate the sale of the Exception Assets. At the
closing of any transaction pursuant to an Election Notice accepted by Company,
Executive and Adam Reich may assign and delegate their purchase rights and
obligations to a third-party purchaser.

                    (b)
Effect on Cumulative Net profits. For purposes of Section 7.6, the
Exception Transaction will be excluded from the calculation of Cumulative Net
Profits if either: (i) a sale of the Exception Assets to Executive or his
assignee is consummated pursuant to Section 7.6.1(a), or (ii) Company declines
to accept an effective Election Notice pursuant to Section 7.6.1(a) . Any other
transaction involving the Exception Assets will be included in the calculation
of Cumulative Net Profits for purposes of Section 7.6.

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                    (c)
Reporting. Within 90 days after the end of each fiscal year and within 60
days after the end of each other fiscal quarter, in each case prior to a
disposition of the Exception Assets, Company will provide Executive with an
unaudited balance sheet and income statement with respect to the Exception
Assets. Upon reasonable request, Company will make available for examination by
Executive those books and records of Company that are directly related to the
Exception Assets, to enable Executive to confirm the contents of such financial
statements. Executive will not use such financial statements or any related
information for any purpose other than understanding the status of the Exception
Assets, and will not disclose or permit any third party to access the financial
statements or the information therein or any related information.

          7.7
Potential Profit Share. Following the execution of this Agreement,
Company will pay to Executive and Adam Reich, jointly, an amount equal to up to
the percentage specified on Schedule 7.7 multiplied by the Cumulative Net
Profits from those transactions identified on Schedule 7.7 in which
Executive is integrally involved in the disposition of the remaining assets, as
determined in accordance with this Section 7.7. Ross Dove and Kirk Dove (the
“Dove Brothers”) will recommend to an independent committee of the Company’s
Board of Directors, currently consisting of Sam Shimer and Brendon Ryan (the
“Independent Committee”) whether Executive is entitled to payment with respect
to any such transaction and, if so, the percentage payment due. Absent manifest
error, the Dove Brothers’ recommendation will be accepted by the Independent
Committee. If any Party disputes the recommendation of the Dove Brothers, the
Independent Committee will resolve the dispute in good faith and the Independent
Committee’s decision will be binding on the Parties. If the Dove Brothers are
not employed by CRB or an Affiliate when a payment may be due under this Section
7.7, then the decision of the Independent Committee regarding the payment of any
amount due under this Section 7.7 will be binding on the Parties. Company will
track all amounts received that are subject to this Section 7.7, and all
applicable costs, expenses and disbursements, and within 30 days following the
final determination of the Cumulative Net Profits, Company will pay to Executive
and Adam Reich, jointly, any amount required by this Section 7.7. For clarity,
in calculating Cumulative Net Profits, any negative net profits resulting from
any applicable transaction will be offset against any positive net profits
resulting from any applicable transaction, provided that if Cumulative Net
Profits is an amount below zero, Executive will not be obligated to pay Company
any portion of the negative Cumulative Net Profits.

     7.8 Commissions and
Claims.

               (a)
Pending Commissions. Subject to Company’s prior or contemporaneous
receipt of written confirmation from International Textile Machinery Sales,
Inc., Del Ezell and Midtown Commercial Real Estate that all obligations of
Company and its Affiliates to them have been satisfied in full and that the
amounts being paid are due for services properly rendered and not payable in
whole or part, directly or indirectly to Executive or his Affiliates, promptly
following the execution of this Agreement Company will pay and deduct in the
calculation of Cumulative Net Profits in respect of the Exception Transaction:
(i) $50,000 of commissions and expenses of ITMS, the dealer responsible for the
sale of the equipment related to the Exception transaction in December 2012,
(ii) $20,000 of expenses of Del Ezell, and (iii) $30,000 of fees of Midtown
Commercial, the finder of the Exception Transaction.

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               (b)
Compensation Claims. If any third party that was not identified to
Company’s investment committee as a broker or finder with respect to a Pending
Opportunity asserts that, based on communications with Executive, it is entitled
to participate in, share profits in, or receive consideration with respect to
such Pending Opportunity (a “Compensation Claim”), then: (i) if Executive
acknowledges such communication, Executive will either pay the Compensation
Claim or obtain for the benefit of Company and its Affiliates a release and
waiver of the Compensation Claim, or (ii) if Executive denies such communication
Executive will furnish information as may be in the possession of Executive or
any Transferred Employee and will cooperate and cause the Transferred Employees
to cooperate with Company as may reasonably be requested in connection with
defending any claims or legal actions arising out of or related to the
Compensation Claim and, if it is finally determined that the Compensation Claim
was based on communications with Executive, Executive will either pay the
Compensation Claim or obtain for the benefit of Company and its Affiliates a
release and waiver of the Compensation Claim.

               (c)
Partner Claims. If, with respect to any potential transaction that was
presented to Company’s investment committee, a third party that was not
identified to the investment committee asserts that, based on communications
with Executive, it is entitled to participate in, share profits in, or receive
consideration with respect to such transaction (a “Partner Claim”) then: (i) if
Executive acknowledges such communication, Executive will either pay the partner
Claim or obtain for the benefit of Company and its Affiliates a release and
waiver of the Partner Claim, or (ii) if Executive denies such communication
Executive will furnish information as may be in the possession of Executive or
any Transferred Employee and will cooperate and cause the Transferred Employees
to cooperate with Company as may reasonably be requested in connection with
defending any claims or legal actions arising out of or related to the partner
Claim and, if it is finally determined that the Partner Claim was based on
communications with Executive, Executive will either pay the Partner Claim or
obtain for the benefit of Company and its Affiliates a release and waiver of the
Partner Claim.

     7.9 Company Property and
Operational Data.

          7.9.1
Return of Company Property. On the execution of this Agreement, Executive
will return and deliver to the Secretary of Company, all paper files and records
relating to the business of the Company, any subscriptions, any licenses for
licensed software, and all prepaid assets, security and other deposits and
similar assets. Executive will not retain any copies or extracts of the
foregoing or make any use of Company assets after the execution of this
Agreement, except as directed by Company to support ongoing transactions
pursuant to Sections 7.6 and 7.7. Executive will retain all other personal
property located at the Office. For purposes of clarity, the Company shall not
be entitled to retain a copy of Executive’s Microsoft Outlook personal contact
database.

          7.9.2
Operational Data. Executive owns his personal contact databases and the
Transferred Employees own their own personal contact databases contained in
Microsoft Outlook. Executive will be entitled to retain the use of CRB’s
telephone numbers. CRB will implement a forwarding message for all emails
addressed to Executive and Transferred Employees which shall read as follows:
“Please note that effective July 1, 2013, Jonathan Reich/Adam Reich and the
employees at both the New York and Los Angeles offices of Counsel RB Capital
have joined Reich Brothers LLC. Jonathan/Adam can be reached at jreich@reichbros.com/areich@reichbros.com. The addresses
and phone numbers remain the same.” From the Separation Date through December
31, 2013, Company will cause such forwarding message to be in effect, and will
forward to Executive all email messages received by Company and addressed to
Executive or Transferred Employees. No personnel of Company or its Affiliates
will access or read any emails sent to Executive or the Transferred Employees
from the Separation Date through December 31, 2013. After December 31, 2013,
such email accounts will be rendered void and unusable by any Party. Following
the execution of this Agreement, any other operational intellectual property
identified on Schedule 7.9.2 including phone numbers as noted above and
the domain name counselrb.com will belong to Executive and to Adam Reich;
provided that no right to any trademark or trade name of Company or its
Affiliates is transferred. Promptly following execution of this Agreement,
Company will transfer the domain name counselrb.com to GoDaddy Account #
66562729 with the Administrative Name reichbros.com. Upon such transfer, Company
will notify Ron Schinik at Rschinik@reichbros.com that the transfer has
been completed. Executive will cease and cause his Affiliates to cease all use
of the term “Counsel” in any domain name on or before September 30, 2013.

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     8. Representations and
Warranties.

          8.1
Executive and Affiliates. Executive and his Affiliates jointly and
severally represent and warrant to Company and its Affiliates that the following
representations and warranties are true, correct and complete as of the date
hereof and will be true, correct and complete as of the execution of this
Agreement:

               8.1.1
Organization and Good Standing. Each Affiliate of Executive is an entity
duly formed, validly existing and in good standing under the laws of the state
of its organization. Executive and each of his Affiliates have full power and
authority to enter into this Agreement and carry out the transactions
contemplated hereby.

               8.1.2
Authorization. The execution, delivery and performance of this Agreement
by each Affiliate of Executive have been duly and validly authorized by such
Affiliate and by all other necessary entity action on the part of such
Affiliate. This Agreement constitutes the legal, valid and binding obligation of
Executive and each of his Affiliates, enforceable against Executive and his
Affiliates in accordance with its terms except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws and equitable principles relating to or limiting creditors' rights
generally. 

               8.1.3
No Conflicts; Consents. The execution, delivery and performance of this
Agreement will not violate the provisions of, or constitute a breach or default
whether upon lapse of time and/or the occurrence of any act or event or
otherwise under (a) the certificate of incorporation or formation, operating
agreement or bylaws, or any other organizational document of any Affiliate of
Executive, (b) any law or regulation to which any Affiliate of Executive is
subject; (c) any contract to which Executive or any Affiliate is a party or is
subject; or (d) any order or decree of any court, arbiter or governmental
authority applicable to Executive or his Affiliates. Executive and his
Affiliates need not give any notice to, make any filing with, or obtain any
approval or consent of any third party in order to consummate the transactions
contemplated hereby.

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               8.1.4
Litigation. No lawsuit, governmental investigation or legal,
administrative, or arbitration action or proceeding is pending or threatened
against Executive or any of his Affiliates, that questions the validity of this
Agreement or seeks to prohibit, enjoin or otherwise challenge the consummation
of the transactions contemplated hereby. 

          8.2
Company and Affiliates. Company hereby represents and warrants to
Executive and his Affiliates that the following representations and warranties
are true, correct and complete as of the date hereof and will be true, correct
and complete as of the execution of this Agreement:

               8.2.1
Organization and Good Standing. Company is a corporation duly formed,
validly existing and in good standing under the laws of the State of Florida and
has full power and authority to enter into and carry out its obligations under
this Agreement. Company has full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby.

               8.2.2
Authorization. The execution, delivery and performance of this Agreement
by Company have been duly and validly authorized by Company and by all other
necessary corporate action on the part of Company. This Agreement constitutes
the legal, valid and binding obligation of Company, enforceable against Company
in accordance with its terms except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws and
equitable principles relating to or limiting creditors' rights generally. 

               8.2.3
No Conflicts; Consents. The execution, delivery and performance of this
Agreement will not violate the provisions of, or constitute a breach or default
whether upon lapse of time and/or the occurrence of any act or event or
otherwise under (a) the certificate of incorporation, bylaws or any other
organizational document of Company, (b) any law or regulation to which Company
is subject; (c) any contract to which Company or any Affiliate is a party or is
subject; or (d) any order or decree of any governmental authority applicable to
Company or its Affiliates. Other than Israel Discount Bank of New York, Company
and its Affiliates need not give any notice to, make any filing with, or obtain
any approval or consent of any third party in order to consummate the
transactions contemplated hereby.

               8.2.4
Litigation. No lawsuit, governmental investigation or legal,
administrative, or arbitration action or proceeding is pending or threatened
against Company or any of its Affiliates, that questions the validity of this
Agreement or seeks to prohibit, enjoin or otherwise challenge the consummation
of the transactions contemplated hereby.

     9. Survival.
The representations and warranties and covenants of the Parties contained in
this Agreement shall survive the execution of this Agreement and continue
thereafter.

     10.
Confidentiality. Except as required by applicable law,
each Party will keep confidential the terms of this Agreement and all
discussions and negotiations between the Parties regarding this Agreement.
Except as required by applicable law, no Party will discuss this Agreement or
the terms of this Agreement with anyone other than Executive’s spouse or the
Parties’ respective tax, accounting or legal advisors, except to say that the
terms were satisfactory to all concerned. If a Party discusses this
Agreement as allowed by the preceding sentence, they will inform the persons
with whom the Agreement is discussed that the terms and substance of this
Agreement must remain confidential. Notwithstanding the foregoing, the Parties
will mutually agree on a press release to be issued upon execution of this
Agreement. In addition, notwithstanding clause (ii) of Section 6.3, but subject
to the remainder of Section 6.3, (i) Executive may announce his new venture and
that Executive and the Transferred Employees have joined Executive’s new venture
and have separated from Company, (ii) Executive may state that Executive and
Company have separated on mutually agreed and amicable terms; (iii) Company may
issue communications confirming the departure of Executive and the Transferred
Employees; and (iv) Company may issue communications that Executive and the
Transferred Employees have separated on mutually agreed and amicable terms.

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     11. Equitable
Relief. Each Party acknowledges that the performance of its
obligations under this Agreement are special, unique and of extraordinary
character, and that, in the event that such Party or its Affiliates breach,
threaten to breach or fail or refuse to perform any of their obligations under
this Agreement, irreparable injury to the other Parties will result. If a Party
or its Affiliates breaches, threatens to breach or fails or refuses to perform
any of its obligations under this Agreement, then each other Party will be
entitled to, in addition to any remedies at law for damages or other relief,
specific performance of such covenant or agreement hereunder, including
injunctive relief.

     12. Code Section
409A Compliance. This Agreement will be interpreted, operated and
administered in a manner intended to avoid the imposition of additional taxes
under Section 409A of the Code. Further, the Parties acknowledge and agree that
the form and timing of the payments and benefits to be provided pursuant to this
Agreement are intended to be exempt from, or to comply with, one or more
exceptions to the requirements of Section 409A of the Code. Notwithstanding any
provision of this Agreement to the contrary, Company, its Affiliates and each of
their respective officers, directors, employees and representatives, neither
represent nor warrant the tax treatment under any federal, state, local, or
foreign laws or regulations thereunder (individually and collectively referred
to as the “Tax Laws”) of any payment or benefits contemplated by this Agreement
including, but not limited to, when and to what extent such payments or benefits
may be subject to tax, penalties and interest under the Tax Laws. Executive
agrees to accept the potential application of the Tax Laws, including section
409A of the Code, to the tax and legal consequences of payments payable to the
Executive hereunder.

     13. Governing Law;
Dispute Resolution. This Agreement and all rights, duties, and
remedies hereunder will be governed by and construed and enforced in accordance
with the laws of the State of New York, without reference to its conflict of law
provisions. Exclusive venue for any action arising out of or related to this
Agreement will be in state or federal court located in the County of New York,
New York, and each party consents to the jurisdiction of such courts and waives
any defense based on lack of personal jurisdiction or inconvenient forum. EACH
PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT
BE TRIED BY JURY. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO
DEMAND TRIAL BY JURY.

     14. No Admission of
Liability. No part of this Agreement is to be construed as an
admission of liability or any other form of wrongdoing by any of the Parties or
their Affiliates, and no part of this Agreement is to be construed as a release
or waiver of any claim or cause of action by any of the Parties or their
Affiliates.

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     15. Conditions
Precedent. The obligation of Company and its Affiliates, on the
one hand, and the Executive and his Affiliates, on the other hand, to perform
the duties and covenants of Company and its Affiliates or the Executive and his
Affiliates, as appropriate, are subject in each instance to satisfaction of the
conditions precedent that Company and its Affiliates, on the one hand, and the
Executive and his Affiliates, on the other hand, have each complied in all
material respects with the relevant provisions of this Agreement and that the
representations and warranties of the Company and its Affiliates and of the
Executive and his Affiliates, as applicable, are true and correct on the
Separation Date.

     16. Further
Assurances. Each Party will use its commercially reasonable
efforts to take, or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the other Parties in doing, all things
necessary, proper or advisable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this Agreement, including but not
limited to the execution and delivery of such further documents and instruments
and the taking of such other acts, as another Party may reasonably request in
order to effectuate the transactions contemplated by this Agreement. Each Party
will cause its Affiliates to comply with the terms of this Agreement as though
such Affiliates were parties to this Agreement, and each Party will be liable
for any failure of its Affiliates to comply with the terms of this
Agreement.

     17.
Severability. If any court of competent jurisdiction
determines that any of the covenants and agreements contained herein, or any
part thereof, is unenforceable because of the character, duration, or scope of
such provision, such court will have the power to reduce the duration or scope
of such provision or to strike such provision in its entirety, as the case may
be, and, in its modified or reduced form, this Agreement will then be
enforceable to the maximum extent permitted by applicable law. 

     18. Successors And
Assigns. Executive agrees that this Agreement will be binding
upon, and pass to the benefit of, the successors and assigns of Company and its
Affiliates. Any payments due to the Executive hereunder or rights accrued
hereunder will be payable to or enforceable by his estate or representative in
the event of his death or disability. No assignment or rights or delegation of
duties under this Agreement will relieve the assigning or delegating Party of
its obligations under this Agreement.

     19.
Amendments. This Agreement may not be amended or
modified other than by a written instrument signed by an authorized
representative of each Party. 

     20.
Interpretation. The section headings contained herein
are for reference purposes only and will not in any way affect the meaning or
interpretation of this Agreement. The terms and provisions of this Agreement are
the result of negotiations among the parties. Accordingly, no ambiguity in this
Agreement that may arise in the future will be interpreted against or adversely
to any of the Parties solely because that Party, or that Party’s representative,
was responsible for proposing or drafting said language, or any term of this
Agreement.

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     21.
Counterparts. This Agreement may be executed in two or
more counterparts, each of which will be deemed an original, but all of which
will constitute one and the same instrument. Facsimile and .pdf signatures will
suffice as original signatures. 

     22. Entire
Agreement. Except for the Surviving Agreements and continuing
provisions of the terminated agreements, this Agreement sets forth the entire
agreement and understanding of the Parties relating to the subject matter hereof
and merges and supersedes all prior discussions, agreements, and understandings
of every kind and nature between the Parties hereto, and no Party will be bound
by any term or condition other than as expressly set forth or provided for in
this Agreement. This Agreement is for the sole benefit of the Parties, their
Affiliates, the Company Indemnified Parties and the Executive Indemnified
parties, and no other person, entity or organization will be deemed to be a
third party beneficiary of this Agreement.

(SIGNATURE PAGE FOLLOWS)

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     The Parties have executed this
Agreement effective as of June 30, 2013. 

EXECUTIVE:

	/s/
      Jonathan Reich 	 
	Jonathan Reich 	 
	  	  	 
	CRB HOLDINGS: 	 
	 	 
	CRB HOLDINGS NY, LLC 	 
	 	 
	By: 	/s/
      Jonathan Reich 	 
	Its: 	President 	 
	  	  	 
	FORSONS: 	 
	 	 
	FORSONS EQUITY, LLC 	 
	 	 
	By: 	/s/
      Jonathan Reich 	 
	Its: 	President 	 
	  	  	 
	COMPANY: 	 
	 	 
	COUNSEL RB CAPITAL INC. 	 
	 	 
	By: 	/s/
      Stephen Weintraub 	 
	Its: 	EVP, Secretary & CFO