EXHIBIT B TO REDEMPTION AGREEMENT ASSIGNMENT AND WITHDRAWAL AGREEMENT ASSIGNMENT AND WITHDRAWAL AGREEMENT (this "Agreement"), dated , 2011, by and between DANIEL B. ZWIRN, an individual having an office at Zwirn Family Interests, LLC, 595 Madison Ave., 33rd Floor, New York, NY 10022 ("Zwirn"), and CORBIN CAPITAL PARTNERS MANAGEMENT, LLC, a Delaware limited liability company (the "Company"). RECITALS: A. Zwirn is a non-managing member in the Company. B. The Company is governed by that certain Second Amended and Restated Limited Liability Company Agreement, dated as of May I, 2007 (as the same may from time to time be amended, or amended and restated, and in effect, the "LLC Agreement"). C. Pursuant to a certain Redemption Agreement, dated as of , 2011, among Zwirn, the Company, Corbin Capital Partners, L.P. and Epstein (the "Redemption Agreement") Zwirn is assigning to the Company all of Zwim's right, title and interest as a member in the Company (the "Assigned Interest"), which does not include Zwim's right to any distributions or other amounts paid by the Company to him on or prior to the date hereof or his right to any indemnification from the Company pursuant to the LLC Agreement whether payable before, on or after the date hereof. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Redemption Agreement. D. The Company desires to accept such assignment, to release Zwirn from any obligations under the LLC Agreement and under the Supplementary Agreements with respect to the Assigned Interest, and Zwirn and the Company intend that Zwirn will withdraw as a member of the Company upon the assignment of the Assigned Interest. E. This Agreement is the "LLC Assignment" referred to in the Redemption Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the parties do hereby agree as follows: 1. In consideration of the transf