CIFC Corp. Sample Contracts

CIFC Corp. – CIFC LLC Announces Fourth Quarter and Full Year of 2015 Results and a $0.34 Distribution (March 21st, 2016)

NEW YORK, March 21, 2016 - CIFC LLC (NASDAQ: CIFC) (“CIFC” or the “Company”) today announced its results for the fourth quarter and year ended December 31, 2015.

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT (January 5th, 2016)

This Amended and Restated Restricted Stock Unit Award Agreement (“Agreement”) is entered into on December 31, 2015 (the “Effective Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Stephen Vaccaro (the “Participant”).  This Agreement amends and restates in its entirety the Restricted Stock Unit Award Agreement dated as of June 13, 2014 between the Company and the Participant, as amended to date (the “Existing Award Agreement”) pursuant to which the Company granted the Participant 300,000 time-based Restricted Stock Units under the terms of the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).  Any term capitalized but not defined in this Agreement will have the meaning set forth in the Plan.

CIFC Corp. – CIFC CORP. AMENDED AND RESTATED BY-LAWS (January 5th, 2016)
CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT (January 5th, 2016)

This Amended and Restated Restricted Stock Unit Award Agreement (“Agreement”) is entered into on December 31, 2015 (the “Effective Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Oliver Wriedt (the “Participant”).  This Agreement amends and restates in its entirety the Restricted Stock Unit Award Agreement dated as of June 13, 2014 between the Company and the Participant, as amended to date (the “Existing Award Agreement”) pursuant to which the Company initially granted the Participant 75,000 performance-based Restricted Stock Units under the terms of the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).  Any term capitalized but not defined in this Agreement will have the meaning set forth in the Plan.

CIFC Corp. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CIFC CORP. (January 5th, 2016)

SECOND:  The registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County; and the name of the Corporation’s registered agent at such address is Corporation Service Company.

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT (January 5th, 2016)

This Amended and Restated Restricted Stock Unit Award Agreement (“Agreement”) is entered into on December 31, 2015 (the “Effective Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Stephen Vaccaro (the “Participant”).  This Agreement amends and restates in its entirety the Restricted Stock Unit Award Agreement dated as of June 13, 2014 between the Company and the Participant, as amended to date (the “Existing Award Agreement”) pursuant to which the Company initially granted the Participant 75,000 performance-based Restricted Stock Units under the terms of the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).  Any term capitalized but not defined in this Agreement will have the meaning set forth in the Plan.

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT (January 5th, 2016)

This Amended and Restated Restricted Stock Unit Award Agreement (“Agreement”) is entered into on December 31, 2015 (the “Effective Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Oliver Wriedt (the “Participant”).  This Agreement amends and restates in its entirety the Restricted Stock Unit Award Agreement dated as of June 13, 2014 between the Company and the Participant, as amended to date (the “Existing Award Agreement”) pursuant to which the Company granted the Participant 300,000 time-based Restricted Stock Units under the terms of the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).  Any term capitalized but not defined in this Agreement will have the meaning set forth in the Plan.

CIFC Corp. – CIFC Corp. Announces Third Quarter of 2015 Results and a Quarterly Dividend (November 12th, 2015)

NEW YORK, November 12, 2015 - CIFC Corp. (NASDAQ: CIFC) (“CIFC” or the “Company”) today announced its results for the third quarter ended September 30, 2015.

CIFC Corp. – REGISTRATION RIGHTS AGREEMENT Dated as of November 2, 2015 Among CIFC CORP., THE GUARANTORS NAMED HEREIN and SANDLER O’NEILL + PARTNERS, L.P., as the Initial Purchaser (November 2nd, 2015)

REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of November 2, 2015 between CIFC CORP., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto, including their respective successors and assigns and any additional guarantors under the terms of the Indenture (collectively, the “Guarantors”), and SANDLER O’NEILL + PARTNERS, L.P., as the initial purchaser (the “Initial Purchaser”) of the Notes (as defined below).  This Agreement is made pursuant to the note purchase agreement dated October 28, 2015 among the Company, the Guarantors and the Initial Purchaser (the “Purchase Agreement”), which provides for the sale by the Company and the Guarantors to the Initial Purchaser of $40,000,000 aggregate principal amount of the Company’s 8.50% Senior Notes due 2025 (the “Notes”). In order to induce the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchaser’s obligations thereunder, the Company and the Gu

CIFC Corp. – CIFC Corp., as Issuer, the Guarantors party hereto, as Guarantors 8.50% Senior Notes due 2025 (November 2nd, 2015)

INDENTURE, dated as of November 2, 2015, among CIFC Corp., a Delaware corporation (the “Issuer”), the guarantors named herein (the “Guarantors”) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), registrar, paying agent and transfer agent.

CIFC Corp. – CIFC Corp. (a Delaware corporation) 8.50% Senior Notes due 2025 PURCHASE AGREEMENT (October 29th, 2015)

CIFC Corp., a Delaware corporation (the “Company”), confirms its agreement with Sandler O’Neill + Partners, L.P. (the “Initial Purchaser”), with respect to the issue and sale by the Company, and the purchase by the Initial Purchaser of the principal amount set forth in Schedule A of $40,000,000 aggregate principal amount of the Company’s 8.50% Senior Notes due 2025 (the “Notes”).  The Notes are to be issued pursuant to an indenture to be dated as of November 2, 2015 (the “Indenture”) among the Company, the Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the “Trustee”).

CIFC Corp. – DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS (October 26th, 2015)

Certain statements in this offering memorandum and in the information incorporated by reference herein are forward-looking statements within the meanings of the Securities Act, the Exchange Act, and the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding future results or expectations. Forward-looking statements can be identified by forward-looking language, including words such as “believes,” “anticipates,” “expects,” “estimates,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “would,” “could,” “hope” and similar expressions, or the negative of these words. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and various operating assumptions and predictions as to future facts and conditions, each of which may be difficult to accurately make and involve the assessment of events beyond our control, and are subject to inherent risks and uncertainties. Cauti

CIFC Corp. – FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF CIFC CORP. (September 24th, 2015)

This is a First Amendment, dated  September 24, 2015 (this “Amendment”), to the Warrant to Purchase Common Stock of CIFC Corp. issued by CIFC Corp. (“CIFC”) to DFR Holdings, LLC (“DFR Holdings”), originally dated December 31, 2013 and amended and restated on September 22, 2014 (the “Warrant”).

CIFC Corp. – CIFC Corp. Announces Second Quarter of 2015 Results and a Quarterly Dividend (August 7th, 2015)

Fee Earning Assets Under Management ("Fee Earning AUM" or "AUM") from loan-based products was $14.0 billion as of June 30, 2015, as compared to $13.7 billion as of December 31, 2014 and $12.6 billion as of June 30, 2014.

CIFC Corp. – CONFIDENTIAL Robert C. Milton, III (June 26th, 2015)
CIFC Corp. – CIFC Corp. Announces First Quarter of 2015 Results and a Quarterly Dividend (May 6th, 2015)

Fee Earning Assets Under Management ("Fee Earning AUM" or "AUM") from loan-based products was $14.0 billion as of March 31, 2015, as compared to $13.7 billion as of December 31, 2014 and $12.3 billion as of March 31, 2014.

CIFC Corp. – CIFC INVESTMENT MANAGEMENT LLC NON-DISCLOSURE, NON-COMPETITION, NON-HIRING, NON-SOLICITATION AND SEVERANCE AGREEMENT (April 30th, 2015)

This NON-DISCLOSURE, NON-COMPETITION, NON-HIRING, NON-SOLICITATION AND SEVERANCE AGREEMENT (this “Agreement”)  is made and entered into as of April 14, 2011 between CIFC Investment Management LLC, (together with its Affiliates, as defined below, the “Company”) and Robert C. Milton III (the “Employee”):

CIFC Corp. – AMENDED AND RESTATED NON-DISCLOSURE, NON-COMPETITION, NON-HIRING, NON- SOLICITATION AND SEVERANCE AGREEMENT (April 30th, 2015)

This AMENDED AND RESTATED NON-DISCLOSURE, NON-COMPETITION, NON-HIRING, NON-SOLICITATION AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of December 2, 2013 among CIFC Corp., a Delaware corporation (together with its Affiliates, as defined below, the “Company”), CIFC Asset Management LLC, a Delaware limited liability company (“CIFCAM”), Columbus Nova Credit Investments Management, LLC, a Delaware limited liability company (“CNCIM”) and Peter Gleysteen (the “Senior Adviser”):

CIFC Corp. – CIFC Corp. Announces Fourth Quarter and Full Year 2014 Results and a Quarterly Dividend (March 18th, 2015)

NEW YORK, March 18, 2015 - CIFC Corp. (NASDAQ: CIFC) (“CIFC” or the “Company”) today announced its results for the fourth quarter and year ended December 31, 2014.

CIFC Corp. – CIFC Corp. Announces Third Quarter of 2014 Results and a Quarterly Dividend (November 14th, 2014)

NEW YORK, November 14, 2014 - CIFC Corp. (NASDAQ: CIFC) (“CIFC” or the “Company”) today announced its results for the third quarter ended September 30, 2014.

CIFC Corp. – WARRANT to Purchase Common Stock of CIFC Corp. (September 23rd, 2014)

THIS IS TO CERTIFY THAT, for value received, DFR Holdings, LLC, a Delaware limited liability company (“DFR Holdings”), is entitled to purchase in whole or in part from time to time from CIFC Corp., a Delaware corporation (together with any successor thereto, the “Issuer”), at any time during the Exercise Period, the number of Warrant Shares (subject to adjustment as provided herein) shown above at a purchase price of $6.375 per Warrant Share (subject to adjustment as provided herein) (the “Exercise Price”). Certain capitalized terms used in this Warrant are defined in Section 1.02.

CIFC Corp. – CIFC Corp. Announces Second Quarter of 2014 Results and a Quarterly Dividend (August 7th, 2014)

Economic Net Income (“ENI”, a non-GAAP measure) for the quarter was $15.2 million, compared to $10.3 million(1) for the same period of the prior year. ENI for the six months was $28.4 million, compared to $15.9 million(1) for the prior year.

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN STOCK OPTION AWARD CERTIFICATE (June 17th, 2014)

This Stock Option Award Certificate (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Oliver Wriedt (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).

CIFC Corp. – CIFC CORP. NON-DISCLOSURE, NON-COMPETITION, NON-HIRING, NON-SOLICITATION AND SEVERANCE AGREEMENT (June 17th, 2014)

This NON-DISCLOSURE, NON-COMPETITION, NON-HIRING, NON-SOLICITATION AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of June 13, 2014 between CIFC Corp., (together with its Affiliates, as defined below, the “Company”) and Oliver Wriedt (the “Employee”):

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (June 17th, 2014)

This Restricted Stock Unit Award Agreement (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Oliver Wriedt (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN STOCK OPTION AWARD CERTIFICATE (June 17th, 2014)

This Stock Option Award Certificate (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Oliver Wriedt (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).

CIFC Corp. – CIFC CORP. AMENDED AND RESTATED NON-DISCLOSURE, NON-COMPETITION, NON-HIRING, NON-SOLICITATION AND SEVERANCE AGREEMENT (June 17th, 2014)

This AMENDED AND RESTATED NON-DISCLOSURE, NON-COMPETITION, NON-HIRING, NON-SOLICITATION AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of June 13, 2014 between CIFC Corp., (together with its Affiliates, as defined below, the “Company”) and Stephen Vaccaro (the “Employee”):

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (June 17th, 2014)

This Restricted Stock Unit Award Agreement (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Stephen J. Vaccaro (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (June 17th, 2014)

This Restricted Stock Unit Award Agreement (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Oliver Wriedt (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN STOCK OPTION AWARD CERTIFICATE (June 17th, 2014)

This Stock Option Award Certificate (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Stephen J. Vaccaro (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (June 17th, 2014)

This Restricted Stock Unit Award Agreement (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Stephen J. Vaccaro (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (June 17th, 2014)

This Restricted Stock Unit Award Agreement (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Stephen J. Vaccaro (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).

CIFC Corp. – CIFC CORP. 2011 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (June 17th, 2014)

This Restricted Stock Unit Award Agreement (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Oliver Wriedt (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).

CIFC Corp. – CIFC Corp. Announces First Quarter of 2014 Results and a Quarterly Dividend (May 13th, 2014)

Economic Net Income (“ENI”, a non-GAAP measure) for the quarter was $13.2 million, compared to $5.7 million(1) for the same period of the prior year.

CIFC Corp. – CIFC Corp. Announces Fourth Quarter and Full Year 2013 Results and a Quarterly Dividend (March 25th, 2014)

NEW YORK, March 24, 2014 - CIFC Corp. (NASDAQ: CIFC) (“CIFC” or the “Company”) today announced its results for the fourth quarter and year ended December 31, 2013.