JOINT FILING AGREEMENT

CUSIP No. 000000000  13D  Page 17  of  26   Pages

Exhibit 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the beneficial ownership of Common Stock, $0.001 par value per share, of CIFC Deerfield Corp. is being filed with the Securities and Exchange Commission on behalf of each of them. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: April 25, 2011

	CIFC PARENT HOLDINGS LLC
	By:	/s/ Xxxxxx X. Xxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	Director

	CHARLESBANK CIFC HOLDINGS, LLC
	By:	Charlesbank Equity Fund V, Limited Partnership, its Managing Member
	By:	Charlesbank Equity Fund V GP, Limited Partnership, its General Partner
	By:	Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel

	CHARLESBANK EQUITY FUND V, LIMITED PARTNERSHIP
	By:	Charlesbank Equity Fund V GP, Limited Partnership, its General Partner
	By:	Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel

CUSIP No. 000000000  13D  Page 18  of  26   Pages

	CHARLESBANK EQUITY FUND VI, LIMITED PARTNERSHIP
	By:	Charlesbank Equity Fund VI GP, Limited Partnership, its General Partner
	By:	Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel

	CB OFFSHORE EQUITY FUND VI, L.P.
	By:	Charlesbank Equity Fund VI GP, Limited Partnership, its Managing General Partner
	By:	Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel

	CHARLESBANK COINVESTMENT PARTNERS, LIMITED PARTNERSHIP
	By:	Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel

	CHARLESBANK EQUITY COINVESTMENT FUND VI, LIMITED PARTNERSHIP
	By:	Charlesbank Equity Coinvestment Fund VI GP, Limited Partnership, its General Partner
	By:	Charlesbank Capital Partners, LLC, its General Partner
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel

	CHARLESBANK CAPITAL PARTNERS, LLC
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President and General Counsel