two percent Uses in Non-Competition Covenant Clause

Non-Competition Covenant from Severance Agreement

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):

Non-Competition Covenant. The Employee acknowledges and agrees that (a) in the course of the Employees Service the Employee shall become familiar with the Trade Secrets of the Company and its Subsidiaries and with other Proprietary Information concerning the Company or its Subsidiaries, (b) the Employees services to the Company or its Subsidiaries are unique in nature and of an extraordinary value to the Company and its Subsidiaries, and (c) the Company and its Subsidiaries could be irreparably damaged if the Employee were to provide similar services to any person or entity competing with the Company or its Subsidiaries or engaged in a similar business, in a capacity of employee, member, partner, shareholder, officer or director. In consideration for and as an inducement to the Company to enter into this Agreement, the Employee covenants and agrees that during the period beginning on the date hereof and ending on the date that is one year from the date of the termination of the Employees Service for any reason whatsoever (the Restricted Period), the Employee shall not, directly or indirectly, either for himself or for or through any other person, participate in any business or enterprise anywhere in the United States that involves the ownership, management, operation or control of any investment fund or other investment vehicle that is (at the time of the Employees termination of Service) or becomes during the term of the Restricted Period engaged in a business with a strategy substantially similar to that of the Company or its Subsidiaries (each a Competing Business). Without limiting the generality of the foregoing, the Employee agrees that, during the Restricted Period, the Employee shall not compete against the Company or its Subsidiaries by soliciting any customer or prospective customer of the Company or its Subsidiaries with whom the Company or its Subsidiaries had any business dealings or contracts. The Employee agrees that this covenant is reasonable with respect to its duration, geographical area and scope. For purposes of this Agreement, the term participate in means (i) having any direct or indirect interest in any entity, whether as a sole proprietor, owner, member, shareholder, partner, joint venture, creditor or otherwise, or (ii) rendering any direct or indirect service or assistance to any person or entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise) in a capacity where there is a reasonable possibility that Employee may, intentionally or inadvertently, use or rely upon Confidential Information and/or in a capacity that is similar to the capacity Employee was in, where Employee provides services that are similar to the services Employee provided, or with responsibilities that are similar to the responsibilities Employee had, in each case, when Employee was employed by the Company or any of its Subsidiaries; provided, however, that the Employee shall violate this Section 3 if at any time during the term of Employees Service, Employee becomes employed in any capacity by, or becomes associated in any way with, a Competing Business. Notwithstanding the foregoing, the mere ownership by Employee of up to two percent (2%) of the outstanding stock of any class that is publicly traded, standing alone, shall not violate this provision.

Non-Competition Covenant from Amended and Restated

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):

Non-Competition Covenant. The Employee acknowledges and agrees that (a) in the course of the Employees Service the Employee shall become familiar with the Trade Secrets of the Company and its Subsidiaries and with other Proprietary Information concerning the Company or its Subsidiaries, (b) the Employees services to the Company or its Subsidiaries are unique in nature and of an extraordinary value to the Company and its Subsidiaries, and (c) the Company and its Subsidiaries could be irreparably damaged if the Employee were to provide similar services to any person or entity competing with the Company or its Subsidiaries or engaged in a similar business, in a capacity of employee, member, partner, shareholder, officer or director. In consideration for and as an inducement to the Company to enter into this Agreement, the Employee covenants and agrees that during the period beginning on the date hereof and ending on the date that is one year from the date of the termination of the Employees Service for any reason whatsoever (the Restricted Period), the Employee shall not, directly or indirectly, either for himself or for or through any other person, participate in any business or enterprise anywhere in the United States that involves the ownership, management, operation or control of any investment fund or other investment vehicle that is (at the time of the Employees termination of Service) or becomes during the term of the Restricted Period engaged in a business with a strategy substantially similar to that of the Company or its Subsidiaries (each a Competing Business). Without limiting the generality of the foregoing, the Employee agrees that, during the Restricted Period, the Employee shall not compete against the Company or its Subsidiaries by soliciting any customer or prospective customer of the Company or its Subsidiaries with whom the Company or its Subsidiaries had any business dealings or contracts. The Employee agrees that this covenant is reasonable with respect to its duration, geographical area and scope. For purposes of this Agreement, the term participate in means (i) having any direct or indirect interest in any entity, whether as a sole proprietor, owner, member, shareholder, partner, joint venture, creditor or otherwise, or (ii) rendering any direct or indirect service or assistance to any person or entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise) in a capacity where there is a reasonable possibility that Employee may, intentionally or inadvertently, use or rely upon Confidential Information and/or in a capacity that is similar to the capacity Employee was in, where Employee provides services that are similar to the services Employee provided, or with responsibilities that are similar to the responsibilities Employee had, in each case, when Employee was employed by the Company or any of its Subsidiaries; provided, however, that the Employee shall violate this Section 3 if at any time during the term of Employees Service, Employee becomes employed in any capacity by, or becomes associated in any way with, a Competing Business. Notwithstanding the foregoing, the mere ownership by Employee of up to two percent (2%) of the outstanding stock of any class that is publicly traded, standing alone, shall not violate this provision.