0001047469-16-011987 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CIFC ASSET MANAGEMENT KSA LLC
Limited Liability Company Agreement • April 7th, 2016 • CIFC Member LLC • Finance services • Delaware

This Amended and Restated Limited Liability Company Agreement, dated as of August 7, 2015 (this “Agreement”), of CIFC Asset Management KSA LLC (the “Company”) is entered into by CIFC Asset Management Holdings LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

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LIMITED LIABILITY COMPANY AGREEMENT of CIFC MEMBER LLC
Limited Liability Company Agreement • April 7th, 2016 • CIFC Member LLC • Finance services • Delaware

THE UNDERSIGNED is executing this LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of October 13, 2015, for the purpose of forming, and does hereby form, a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Act”) and does hereby agree as follows:

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CIFC HOLDINGS III SUB LLC
Limited Liability Company Agreement • April 7th, 2016 • CIFC Member LLC • Finance services • Delaware

This Amended and Restated Limited Liability Company Agreement (together with the exhibits and annexes attached hereto, this “Agreement”) of CIFC Holdings III Sub LLC, a Delaware limited liability company (the “Company”), is entered into on December 31, 2015, by and among CIFC Holdings III LLC, a Delaware limited liability company (in such capacity, the “Managing Member”), the persons heretofore and hereafter admitted to the Company and identified as “Common Members” on Annex A attached hereto, as it may be amended from time to time (the “Common Members”), the persons heretofore and hereafter admitted to the Company and identified as “Series A Members” on Annex A attached hereto, as it may be amended from time to time (the “Series A Members”). The Common Members, the Series A Members and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith are collectively referred to as the “Members.”

FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CIFC HOLDINGS III LLC
Limited Liability Company Agreement • April 7th, 2016 • CIFC Member LLC • Finance services • Delaware

This Fifth Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of CIFC Holdings III LLC (f/k/a CIFC Investment Holdings LLC), a Delaware limited liability company (the “Company”), is entered into as of November 1, 2015, by and among CIFC Corp., a Delaware corporation (the “Managing Member”) and CIFC Holdings III Member LLC, a Delaware limited liability company (the “Non-Managing Member”), and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith (each in its capacity as a member of the Company, a “Member” and collectively, the “Members”).

AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF CIFC MASTER FUND LP
Exempted Limited Partnership Agreement • April 7th, 2016 • CIFC Member LLC • Finance services

AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of CIFC MASTER FUND LP (the “Partnership”), dated December 31, 2015, by and among CIFC Holdings II LLC, a Delaware limited liability company (as successor by merger to CIFC Capital HF LLC) (the “Initial General Partner”), CIFC Holdings II Sub LLC, a Delaware limited liability company (the “General Partner”), CIFC Holdings III LLC, a Delaware limited liability company (f/k/a CIFC Investment Holdings LLC) (the “Initial Limited Partner”), CIFC Holdings III Sub LLC, a Delaware limited liability company (“Holdings III Sub”), and such other persons that are admitted to the Partnership as partners of the Partnership after the date hereof in accordance herewith.

LIMITED LIABILITY COMPANY AGREEMENT OF CIFC CLO CO-INVESTMENT FUND II GP LLC
Limited Liability Company Agreement • April 7th, 2016 • CIFC Member LLC • Finance services • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made as of January 16, 2015, by CIFC Capital PE LLC, a Delaware limited liability company (the “Member”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 7th, 2016 • CIFC Member LLC • Finance services • New York

This SUPPLEMENTAL INDENTURE, dated as of April 4th, 2016 (the “Supplemental Indenture”), is among CIFC Corp., a Delaware corporation (the “Issuer”); CIFC Holdings I LLC, a Delaware limited liability company, CIFC Holdings II Sub LLC, a Delaware limited liability company, and CIFC Holdings III Sub LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”); and U.S. Bank National Association, as Trustee (“Trustee”).

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