AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG DEERFIELD CAPITAL CORP., BOUNTY INVESTMENTS, LLC AND CIFC PARENT HOLDINGS LLC Dated as of [ ], 2011Stockholders Agreement • December 22nd, 2010 • Deerfield Capital Corp. • Finance services • New York
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of [ ], 2011 (this “Agreement”), is by and among Deerfield Capital Corp., a Maryland corporation (the “Company”), Bounty Investments, LLC, a Delaware limited liability company (“Bounty”), and CIFC Parent Holdings LLC, a Delaware limited liability company (“CIFC Parent,” and together with Bounty, the “Investors”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG DEERFIELD CAPITAL CORP., BULLS I ACQUISITION CORPORATION, BULLS II ACQUISITION LLC, CIFC PARENT HOLDINGS LLC AND COMMERCIAL INDUSTRIAL FINANCE CORP. Dated as of December 21, 2010Merger Agreement • December 22nd, 2010 • Deerfield Capital Corp. • Finance services • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2010 (this “Agreement”), is 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 (“First MergerSub”), Bulls II Acquisition LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Second MergerSub” and, together with First MergerSub, “MergerSubs”), Commercial Industrial Finance Corp., a Delaware corporation (the “Company”), and CIFC Parent Holdings LLC, a Delaware limited liability company and the sole stockholder of the Company (the “Company Stockholder” and collectively with Parent, MergerSubs and the Company, the “Parties”).
PUT/CALL AGREEMENTPut/Call Agreement • December 22nd, 2010 • Deerfield Capital Corp. • Finance services • New York
THIS PUT/CALL AGREEMENT, dated as of [ ], 2011 (this “Agreement”), is by and between Deerfield Capital Corp., a Maryland corporation (“Parent”), and CIFC Parent Holdings LLC, a Delaware limited liability company (the “Company Stockholder”) (each referred to herein as a “Party” to this Agreement and collectively referred to as the “Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG DEERFIELD CAPITAL CORP. BOUNTY INVESTMENTS, LLC AND CIFC PARENT HOLDINGS LLC Dated as of [ ], 2011Registration Rights Agreement • December 22nd, 2010 • Deerfield Capital Corp. • Finance services • New York
Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated. The Selling Securityholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
