EFTA00583451.pdf

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 transfer and assignment of the Assigned Interest by Zwirn to the Company as provided herein, the Company shall, concurrently with the execution hereof, pay to Zwirn and Epstein by wire transfer of immediately available funds, the CCPM LLC Price as provided in the Redemption Agreement. 2. Zwirn hereby assigns to the Assignee all of his right, title and interest in and to the Assigned Interest, excluding Zwim's right to any distributions or other amounts paid by the Company to him on or prior to the date hereof and his right to any indemnification from the EFTA00583451 Company pursuant to the LLC Agreement whether payable before, on or after the date hereof, and the Company hereby accepts the assignment and transfer of the Assigned Interest. The parties agree that Zwim shall be deemed to have withdrawn from the Company as a member as of the date hereof and that he is hereby released by the Company from any obligations that he had as a member under the LLC Agreement or otherwise in connection with his status as a member. 3. ZWIRN IS NOT MAKING ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO THE COMPANY WITH RESPECT TO THE ASSIGNED INTEREST EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY ZWIRN IN THE REDEMPTION AGREEMENT. THE COMPANY IS NOT MAKING ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO ZWIRN WITH RESPECT TO THE COMPANY EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THE REDEMPTION AGREEMENT. 4. The Company and Zwim agree to execute and deliver such other documents as may be reasonably necessary to effect or reflect the withdrawal of Zwim from the Company as a member. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. 6. In the event of any conflict between the terms of this Agreement and the terms of the Redemption Agreement, the terms of the Redemption Agreement shall govern. 7. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other party to this Agreement attached thereto. This Agreement may be executed and delivered by delivery of a facsimile copy of an executed signature page or counterpart or by e-mailing a [Balance of page intentionally left blank] 2 EFTA00583452 PDF version of a signed signature page or counterpart, and each shall have the same force and effect as the delivery of an originally executed signature page or counterpart. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. DANIEL B. ZWIRN CORBIN CAPITAL PARTNERS MANAGEMENT, LLC By: Name: Title: Managing Member 1763910 vl/NY 3 EFTA00583453