0001299933-12-002180 Sample Contracts

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG CIFC CORP. DFR HOLDINGS, LLC CIFC PARENT HOLDINGS LLC AND GE CAPITAL EQUITY INVESTMENTS, INC. Dated as of September 24, 2012
Registration Rights Agreement • September 25th, 2012 • CIFC Corp. • Finance services • New York

THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2012, by and among CIFC Corp., a Delaware corporation (the “Company”), DFR Holdings, LLC , a Delaware limited liability company (together with its successors and assigns, “DFR Holdings”), CIFC Parent Holdings LLC, a Delaware limited liability company (together with its successors and assigns, “CIFC Parent”), and GE Capital Equity Investments, Inc., a Delaware corporation (together with its successors and assigns, “GECEII” and, collectively with DFR Holdings and CIFC Parent, the “Investors”).

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SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG CIFC CORP., DFR HOLDINGS, LLC AND CIFC PARENT HOLDINGS LLC Dated as of September 24, 2012
Stockholders Agreement • September 25th, 2012 • CIFC Corp. • Finance services • New York

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of September 24, 2012 (this “Agreement”), is by and among CIFC Corp., a Delaware corporation (formerly Deerfield Capital Corp.) (the “Company”), DFR Holdings, LLC, a Delaware limited liability company (“DFR Holdings”), and CIFC Parent Holdings LLC, a Delaware limited liability company (“CIFC Parent,” and together with DFR Holdings, the “Investors” and, the Investors together with the Company, the “Parties”).

INVESTMENT AGREEMENT BY AND BETWEEN CIFC CORP. AND GE CAPITAL EQUITY INVESTMENTS, INC. Dated as of September 24, 2012 INVESTMENT AGREEMENT
Investment Agreement • September 25th, 2012 • CIFC Corp. • Finance services

THIS INVESTMENT AGREEMENT, dated as of September 24, 2012 (this “Agreement”), is by and between CIFC Corp., a Delaware corporation (the “Company”), and GE Capital Equity Investments, Inc., a Delaware corporation (the “Investor,” and together with the Company, the “Parties,” and each, a “Party”).

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