AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG DEERFIELD CAPITAL CORP. DFR HOLDINGS, LLC AND CIFC PARENT HOLDINGS LLC Dated as of April 13, 2011Registration Rights Agreement • April 14th, 2011 • 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.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG DEERFIELD CAPITAL CORP., DFR HOLDINGS, LLC AND CIFC PARENT HOLDINGS LLC Dated as of April 13, 2011Stockholders Agreement • April 14th, 2011 • Deerfield Capital Corp. • Finance services • New York
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of April 13, 2011 (this “Agreement”), is by and among Deerfield Capital Corp., a Maryland corporation (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”).
CIFC DEERFIELD CORP. FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 14th, 2011 • Deerfield Capital Corp. • Finance services • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [·], 2011, is made by and between CIFC Deerfield Corp., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
April 13, 2011 Jonathan W. Trutter c/o Deerfield Capital Management LLC Rosemont, Illinois 60018 RE: Retention Agreement Dear Jonathan:Deerfield Capital Corp. • April 14th, 2011 • Finance services
Due to your valuable contribution to Deerfield Capital Management LLC (the “Company”) as Chief Executive Officer and your ongoing post merger role as an employee of the Company serving as Vice Chairman of the board of directors of Deerfield Capital Corp. (“DFR”) and Chairman of the Investment Policy Committee, the board of directors of DFR has decided to include you in a retention program to provide you with certain assurances regarding your cash compensation for the Company’s 2011 fiscal year. In accordance with the foregoing, provided that the closing date of the merger contemplated by the Agreement and Plan of Merger of DFR with CIFC dated December 21, 2010 (“Closing Date”) occurs by April 30, 2011, the Company hereby guarantees the following:
PUT/CALL AGREEMENTPut/Call Agreement • April 14th, 2011 • Deerfield Capital Corp. • Finance services • New York
THIS PUT/CALL AGREEMENT, dated as of April 13, 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”).
AGREEMENT AND PLAN OF MERGER OF DEERFIELD CAPITAL CORP. (a Maryland corporation) AND DEERFIELD CAPITAL CORP. (a Delaware corporation)Agreement and Plan of Merger • April 14th, 2011 • Deerfield Capital Corp. • Finance services
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 12, 2011 (the “Agreement”), is between Deerfield Capital Corp., a Maryland corporation (“Deerfield”), and Deerfield Capital Corp., a Delaware corporation and wholly owned subsidiary of Deerfield (“Deerfield (Delaware)”). Deerfield and Deerfield (Delaware) are sometimes referred to herein as the “Constituent Corporations.”
