0000950123-11-003420 Sample Contracts

VOTING AGREEMENT
Voting Agreement • January 18th, 2011 • Bounty Investments, LLC • Finance services • New York

This Voting Agreement (this “Agreement”) is made and entered into as of December 21, 2010, by and between Bounty Investments, LLC, a Delaware limited liability company (“Stockholder”), and Commercial Industrial Finance Corp., a Delaware corporation (the “Company”).

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Bounty Investments, LLC c/o Columbus Nova 900 Third Avenue, 19th Floor New York, NY 10022
Waiver of Conversion Rate Adjustment • January 18th, 2011 • Bounty Investments, LLC • Finance services • New York

Reference is made to that certain the Agreement and Plan of Merger, dated as of December 21, 2010 (the “Merger Agreement”), by and among Deerfield Capital Corp., a Maryland corporation (“Parent”), Bulls I Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent, Bulls II Acquisition LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent, Commercial Industrial Finance Corp., a Delaware corporation (the “Company”), and CIFC Parent Holdings LLC (“CIFC Parent”), a Delaware limited liability company and the sole stockholder of the Company.

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