Peter Gleysteen

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):

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):

May 6, 2011 (July 12th, 2011)

On behalf of CIFC Deerfield Corp. (CIFC Deerfield or the Company), I am delighted to extend you an offer of employment as Chief Financial Officer of CIFC Deerfield. We have very high aspirations for the Company, and believe that you will be an excellent addition to our team.

Amended Schedule to Interim Services Agreement (June 16th, 2011)

This Schedule is entered into in connection with that certain Interim Services Agreement, dated June 21, 2010 (the Agreement), by and between SFN Professional Services LLC d/b/a Tatum (Tatum, we, us or our) and Deerfield Capital Corp. (now CIFC Deerfield Corp.) (Company, you or your) and will be governed by the terms and conditions of the Agreement.

Commercial Industrial Finance Corp. Non-Disclosure, Non-Competition, Non- Hiring, Non-Solicitation and Severance Agreement (May 16th, 2011)

This NON-DISCLOSURE, NON-COMPETITION, NON-HIRING, NON-SOLICITATION AND SEVERANCE AGREEMENT (this Agreement) is made and entered into as of November 28, 2005 between Commercial Industrial Finance Corp., (together with its Affiliates, as defined below, the Company) and Peter Gleysteen (the Employee):

Amended Schedule to Interim Services Agreement (April 29th, 2011)

This Schedule is entered into in connection with that certain Interim Services Agreement, dated June 21, 2010 (the Agreement), by and between SFN Professional Services LLC d/b/a Tatum (Tatum, we, us or our) and Deerfield Capital Corp. (now CIFC Deerfield Corp.) (Company, you or your) and will be governed by the terms and conditions of the Agreement.

April 14, 2011 Robert A. Contreras C/O Deerfield Capital Management LLC 6250 North River Road, 12th Floor Rosemont, Illinois 60018 RE: Retention Agreement Dear Robert: (April 20th, 2011)

Due to your valuable contribution to Deerfield Capital Management LLC (the Company), management and the board of directors of Deerfield Capital Corp. (DFR) have decided to include you and a limited number of other employees in a retention program to provide you with certain assurances regarding your cash compensation. 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:

April 14, 2011 Dan M. Hattori C/O Deerfield Capital Management LLC 6250 North River Road, 12th Floor Rosemont, Illinois 60018 RE: Retention Agreement Dear Dan: (April 20th, 2011)

Due to your valuable contribution to Deerfield Capital Management LLC (the Company), management and the board of directors of Deerfield Capital Corp. (DFR) have decided to include you and a limited number of other employees in a retention program to provide you with certain assurances regarding your cash compensation for the Companys 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:

April 13, 2011 Jonathan W. Trutter C/O Deerfield Capital Management LLC 6250 North River Road, 12th Floor Rosemont, Illinois 60018 RE: Retention Agreement Dear Jonathan: (April 14th, 2011)

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 Companys 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 Agreement (April 14th, 2011)

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).

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, 2011 (April 14th, 2011)

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.

CERTIFICATE OF OWNERSHIP AND MERGER MERGING CIFC DEERFIELD CORP. INTO DEERFIELD CAPITAL CORP. (Pursuant to Section 253 of the General Corporation Law of the State of Delaware) (April 14th, 2011)

Deerfield Capital Corp., a Delaware corporation (the Corporation), does hereby certify to the following facts relating to the merger (the Merger) of CIFC Deerfield Corp., a Delaware corporation (the Subsidiary), with and into the Corporation:

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG DEERFIELD CAPITAL CORP., DFR HOLDINGS, LLC AND CIFC PARENT HOLDINGS LLC Dated as of April 13, 2011 (April 14th, 2011)

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).

Amendment to Agreement and Plan of Merger (February 16th, 2011)

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this Amendment), dated as of February 16, 2011, is made 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).

Management Agreement (December 22nd, 2010)

THIS MANAGEMENT AGREEMENT (this Agreement), dated as of [ ], 2011, is by and between Deerfield Capital Corp., a Maryland corporation (the Company), and CIFC Parent Holdings LLC, a Delaware limited liability company (CIFC Parent) (each referred to herein as a Party to this Agreement, collectively referred to as the Parties to this Agreement, and in the applicable context the Company as Supplier and CIFC Parent as Receiver).

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG DEERFIELD CAPITAL CORP., BOUNTY INVESTMENTS, LLC AND CIFC PARENT HOLDINGS LLC Dated as of [ ], 2011 (December 22nd, 2010)

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).

Put/Call Agreement (December 22nd, 2010)

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 [ ], 2011 (December 22nd, 2010)

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 REGISTRATION RIGHTS AGREEMENT BY AND AMONG DEERFIELD CAPITAL CORP. BOUNTY INVESTMENTS, LLC AND CIFC PARENT HOLDINGS LLC Dated as of [ ], 2011 (December 22nd, 2010)

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.

Put/Call Agreement (December 22nd, 2010)

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).

Management Agreement (December 22nd, 2010)

THIS MANAGEMENT AGREEMENT (this Agreement), dated as of [ ], 2011, is by and between Deerfield Capital Corp., a Maryland corporation (the Company), and CIFC Parent Holdings LLC, a Delaware limited liability company (CIFC Parent) (each referred to herein as a Party to this Agreement, collectively referred to as the Parties to this Agreement, and in the applicable context the Company as Supplier and CIFC Parent as Receiver).

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG DEERFIELD CAPITAL CORP., BOUNTY INVESTMENTS, LLC AND CIFC PARENT HOLDINGS LLC Dated as of [ ], 2011 (December 22nd, 2010)

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).