FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2010 • Deerfield Capital Corp. • Finance services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2010, by and among Deerfield Capital Corp., a Maryland corporation (the “Company”) and Bounty Investments, LLC , a Delaware limited liability company (together with its successors and assigns, “Bounty”) and any additional investors satisfactory to Bounty in its sole discretion (each, an “Additional Investor” and, together with Bounty, the “Investors”).
STOCKHOLDERS AGREEMENT BETWEEN DEERFIELD CAPITAL CORP. AND BOUNTY INVESTMENTS, LLC DATED AS OF [ ], 2010Stockholders Agreement • March 23rd, 2010 • Deerfield Capital Corp. • Finance services • New York
STOCKHOLDERS AGREEMENT, dated as of [ ], 2010 (this “Agreement”), by and between Deerfield Capital Corp., a Maryland corporation (the “Company”), and Columbus Nova Partners, LLC, a Delaware limited liability company (the “Investor”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 23rd, 2010 • Deerfield Capital Corp. • Finance services • New York
This Transition Services Agreement (the “Agreement”) dated as of March 22, 2010, among Deerfield Capital Corp., a Maryland corporation (the “Company”), Columbus Nova Partners LLC, a Delaware limited liability company (the “Investor”), and Columbus Nova Credit Investments Management, LLC, a Delaware limited liability company and wholly owned subsidiary of the Investor (the “Manager” and, collectively with the Investor and the Company, the “Parties) is effective as of the Effective Date (as defined below).
SENIOR SUBORDINATED CONVERTIBLE NOTESConvertible Note Agreement • March 23rd, 2010 • Deerfield Capital Corp. • Finance services • New York
obligations under this Joinder Agreement, (ii) it has duly authorized the execution and delivery of this Joinder Agreement and entry into the Convertible Note Agreement and the consummation of the transactions contemplated hereby and thereby, (iii) it has duly executed and delivered this Joinder Agreement to the Company and Bounty, (iv) this Joinder Agreement, taken together with the Convertible Note Agreement, constitutes a valid and legally binding agreement enforceable against the undersigned Additional Investor in accordance with their respective terms and (v) the representations, warranties and covenants of the undersigned set forth in the Convertible Note Agreement are true and correct as of the date hereof.
TERMINATION AGREEMENTTermination Agreement • March 23rd, 2010 • Deerfield Capital Corp. • Finance services • New York
This TERMINATION AGREEMENT, dated March 21, 2010 (this “Agreement”), is entered into, by and among PEGASUS DEERFIELD (AIV), LLC, a Delaware limited liability company (the “Investor”), PGS MANAGEMENT, LLC, a Delaware limited liability company (“PM”, and together with the Investor, the “Pegasus Parties”), DEERFIELD CAPITAL CORP., a Maryland corporation (“DFR”), DEERFIELD CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“DCM”), DPLC GENERAL PARTNER LLC, a Delaware limited liability company (“DLC GP”), DEERFIELD LOAN MANAGER LLC, a Delaware limited liability company (“DLM”), Deerfield Pegasus Loan Capital LP, a Delaware limited partnership (the “Fund”) and Jonathan Trutter (DFR, DCM, DLC GP, DLM, the Fund and Jonathan Trutter, collectively, the “Deerfield Parties”). The Deerfield Parties and the Pegasus Parties are referred to herein collectively as the “Parties.”
