0000950123-11-036144 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • April 15th, 2011 • Bounty Investments, LLC • Finance services • New York

THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of April 13, 2011, is by and between Deerfield Capital Corp., a Maryland corporation (the “Company”), and Bounty Investments, LLC, a Delaware limited liability company (“Bounty”) (each referred to herein as a “Party” to this Agreement, collectively referred to as the “Parties” to this Agreement, and in the applicable context the Company as “Supplier” and Bounty as “Receiver”).

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ASSIGNMENT AND CONTRIBUTION AGREEMENT
Assignment and Contribution Agreement • April 15th, 2011 • Bounty Investments, LLC • Finance services • New York

THIS ASSIGNMENT AND CONTRIBUTION AGREEMENT, dated as of April 13, 2011 (this “Agreement”), is made and entered into by and among Bounty Investments, LLC, a Delaware limited liability company (“Bounty”), DFR Holdings, LLC, a Delaware limited liability company (“Bounty Sub”), Deerfield Capital Corp., a Maryland corporation (the “Company”) and Commercial Industrial Finance Corp, a Delaware corporation (“CIFC”). Bounty, Bounty Sub, the Company and CIFC shall each be referred to individually as a “Party” and collectively as the “Parties.”

JOINT FILING AGREEMENT
Joint Filing Agreement • April 15th, 2011 • Bounty Investments, LLC • Finance services

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of CIFC Deerfield Corp., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

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