ASSET PURCHASE AGREEMENT BY AND AMONG GE CAPITAL DEBT ADVISORS LLC, GENERAL ELECTRIC CAPITAL CORPORATION, CIFC ASSET MANAGEMENT LLC, AND CIFC CORP. Dated as of July 30, 2012

Exhibit 10.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

BY AND AMONG

GE CAPITAL DEBT ADVISORS LLC,

GENERAL ELECTRIC CAPITAL CORPORATION,

CIFC ASSET MANAGEMENT LLC,

AND

CIFC CORP.

Dated as of July 30, 2012

The Asset Purchase Agreement contains certain customary representations and warranties by each party.  The representations and warranties in the Asset Purchase Agreement are the product of negotiations among the parties thereto and were made for the purpose of the Asset Purchase Agreement for their sole benefit. Any inaccuracies in such representations and warranties are subject to waiver by the parties thereto in accordance with the Asset Purchase Agreement without notice or liability to any other person.  In some instances, the representations and warranties in the Asset Purchase Agreement may be qualified by disclosures made by the parties, may be made only as of a particular date or dates, may be subject to more recent developments which may not be reflected in the Asset Purchase Agreement or CIFC Corp’s other public disclosures and/or may represent an allocation among the parties thereto of risks associated with particular matters regardless of the knowledge of any of the parties thereto and may or may not have been accurate as of any specific date. CIFC Corp. does not purport such representations and warranties to be accurate as of the date of the filing of the Asset Purchase Agreement by CIFC Corp. with the Securities and Exchange Commission. Accordingly, such representations and warranties may not describe the actual facts or circumstances as of the date of the Asset Purchase Agreement or as of any other date and should not be relied upon.

TABLE OF CONTENTS

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EXHIBITS

CIFC Corp. will furnish supplementally a copy of any omitted or partially omitted schedule or exhibit to the Securities and Exchange Commission upon request: provided, however, that CIFC Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, dated as of July 30, 2012 (this “Agreement”), is by and among General Electric Capital Corporation, a Delaware corporation (“GECC”), GE Capital Debt Advisors LLC, a Delaware limited liability company and wholly-owned Subsidiary (as defined below) of GECC (“Seller”), CIFC Corp., a Delaware corporation (“Parent”), and CIFC Asset Management LLC, a Delaware limited liability company and wholly-owned Subsidiary of Parent (“Purchaser”, and together with Parent, GECC and Seller, the “Parties”).

RECITALS:

WHEREAS, Seller provides advisory and certain administrative services to the CLO Issuers (as defined below) pursuant to the CLO Management Agreements (as defined below);

WHEREAS, Seller desires to assign its rights as Collateral Manager (as defined below) under the CLO Management Agreements and the related CLO Issuer Operative Documents (as defined below) and its obligations as Collateral Manager under the CLO Management Agreements and the related CLO Collateral Administration Agreements (as defined below) to Purchaser, and Purchaser is willing to accept such assignment, upon the terms and subject to the conditions set forth herein (the “Asset Sale”);

WHEREAS, in consideration for the Assets and the actions to be taken by GECC and its Affiliates (as defined below) described herein: (a) Parent will, at the direction of GECC, issue to GE Capital Equity Investments, Inc., a Delaware corporation and wholly-owned Subsidiary of GECC (“GECEII”) one million shares of Parent Common Stock (as defined below) and the Warrant (as defined below) exercisable during the two year period following the Initial Closing Date (as defined below) at a per share exercise price of $6.375; and (b) Parent shall pay to Seller $4,880,000 in cash, less any Management Fees (as defined below) received by Seller that are attributable to the period on or after July 1, 2012 and on or before the close of business on the applicable Closing Date (as defined below), and subject to other adjustments set forth herein;

WHEREAS, GECEII and Parent will enter into an Investment Agreement in the form attached hereto as Exhibit C to set forth certain rights and obligations of GECEII as a stockholder of Parent;

WHEREAS, during the five year period following the consummation of the Asset Sale (subject to extension), BLG (as defined below) shall refer mandates for certain services to Purchaser (or an Affiliate of Purchaser) to the extent permitted by law and the referred counterparty and GECC will be entitled to receive certain payments in respect of such referred business pursuant to the Referral Agreement in substantially the form agreed to by Parent and GECC as of the date hereof;

WHEREAS, BLG will not, during the Referral Period (as defined below), provide Covered Investment Advisory Services (as defined below);

WHEREAS, GECC and Parent will establish a commercial council in accordance with the charter in substantially the form agreed to by Parent and GECC as of the date hereof;

WHEREAS, Parent, at the direction of GECC, has agreed to provide GECEII with certain registration rights in respect of the securities issuable hereunder and under the Warrant, and in furtherance thereof GECEII, Parent, DFR Holdings LLC and CIFC Parent Holdings LLC shall enter into the Second Amended and Restated Registration Rights Agreement attached hereto as Exhibit B; and

WHEREAS, Purchaser has agreed to provide certain valuation services to GE Business Financial Services, Inc. pursuant to the Valuation Services Agreement in substantially the form agreed to by Parent and GECC as of the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, upon the terms and subject to the conditions of this Agreement, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.1                                   Defined Terms.

(a)                                 For all purposes of this Agreement, the following terms shall have the respective meanings set forth in this Section 1.1:

“Affiliate” means, with respect to any Person, any other Person, directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with such Person.  The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

“Allocated Cash Value” means, with respect to the portion of the Assets that relate to each of Navigator CDO 2003, Ltd., Navigator CDO 2004, Ltd., Navigator CDO 2005, Ltd., and Navigator CDO 2006, Ltd., respectively, the portion of the Cash Amount allocated thereto under Schedule 1.1 hereto.

“Ancillary Documents” means the Investment Agreement, the Second Amended and Restated Registration Rights Agreement, the Assignment and Assumption Agreements, the Valuation Services Agreement, the Dilution Waiver, the Existing Stockholders Agreement Waiver, the Second Amended and Restated Stockholders Agreement, the Warrant, the Referral Agreement and the other agreements, certificates and instruments to be executed by any of the Parties in connection with or pursuant to the foregoing.

“Assets” means the CLO Management Agreements and any rights Seller has as Collateral Manager under the other CLO Issuer Operative Documents, but excluding the rights held by Seller prior to such Closing under any CLO Management Agreement or any other CLO Issuer

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Operative Document to the extent such document (a) provides Seller or any of its Affiliates continuing indemnity and exculpation rights for occurrences prior to the applicable Closing for which Seller or any of its Affiliates remain liable after the applicable Closing or (b) provides for payment to Seller or any of its Affiliates for services rendered prior to the applicable Closing under such document.

“Assignment and Assumption Agreement” means, with respect to the Assets and Assumed Liabilities relating to each CLO Management Agreement, the Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A hereto.

“Bank Loans” means participations and assignments in broadly syndicated non-revolving commercial and industrial loans where GECC (or an Affiliate of GECC) is not the originating financial institution or agent, provided that such term does not refer to any loans issued to finance a non-financial GECC product or service (such as leasing or vendor financing).

“BLG” means the business unit of GECC described in GECC’s management reporting system as “GE Capital Americas — Bank Loan Group”, which as of the date hereof is the business unit primarily responsible for managing GECC’s portfolio of Bank Loans and any successor business unit thereto that results from any re-designation or re-organization of “GE Capital Americas — Bank Loan Group” in such management reporting system; provided that such successor business unit is primarily responsible for managing GECC’s portfolio of Bank Loans and its employees are substantially the same employees as those in “GE Capital Americas — Bank Loan Group” immediately prior to such re-designation or re-organization.

“Books and Records” means all files, documents, instruments, papers, books and records relating to the business of a Person, including financial statements, Tax Returns and related work papers and letters from accountants, budgets, pricing guidelines, ledgers, journals, deeds, title policies, minute books, stock certificates and books, stock transfer ledgers, Contracts, customer lists, computer files and programs, retrieval programs, operating data and plans and environmental studies and plans.

“Business Day” means a day other than Saturday, Sunday or any other day on which banks located in New York, New York are authorized or obligated by Law to close.

“Cash Amount” means $4,880,000.

“Cash Consideration” means Initial Closing Cash Consideration plus Delayed Closing Cash Consideration.

“CFTC” means the Commodity Futures Trading Commission or any successor entity thereto.

“CLO Blocker” means any of Navigator 2004 Blocker I, LLC, Navigator 2005 Blocker I, LLC, and Navigator 2006 Blocker I, LLC.

“CLO Collateral Administration Agreements” means, with respect to each CLO Issuer, the collateral administration agreement among such CLO Issuer, Seller and the applicable CLO Collateral Administrator.

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“CLO Collateral Administrator” means, with respect to each CLO Issuer, the collateral administrator under any collateral administration agreement with such CLO Issuer.

“CLO Co-Issuer” means any of Navigator CDO 2003, Corp. and Navigator CDO 2004, Corp.

“CLO Indenture” means, with respect to each CLO Issuer, the indenture entered into by such CLO Issuer in connection with its issuance of securities.

“CLO Investor” means, with respect to each CLO Issuer, an investor in any securities issued by such CLO Issuer or a Person entitled to exercise voting rights of such investor.

“CLO Issuer” means any of Navigator CDO 2003, Ltd., Navigator CDO 2004, Ltd., Navigator CDO 2005, Ltd. and Navigator CDO 2006, Ltd., in each case, together with the related CLO Co-Issuer, if any, and the related CLO Blocker, if any.

“CLO Issuer Documents” means, with respect to each CLO Issuer, the related CLO Issuer Operative Documents, together with each final or supplemental offering memorandum used in connection with an offering of securities by such CLO Issuer.

“CLO Issuer Operative Documents” means, with respect to each CLO Issuer, the “Transaction Documents” (as defined in the related CLO Indenture).

“CLO Management Agreement” means, with respect to each CLO Issuer, the management agreement between Seller and such CLO Issuer.

“CLO Trustee” means, with respect to each CLO Issuer, the trustee under the related CLO Indenture.

“Closing” means the Initial Closing or a Delayed Closing.

“Closing Date” means the Initial Closing Date or a Delayed Closing Date.

“Code” means the Internal Revenue Code of 1986.

“Collateral Manager” means, with respect to each CLO Issuer, the “Collateral Manager” (as defined in the related CLO Indenture).

“Commodity Exchange Act” means the Commodity Exchange Act of 1936, and the rules and regulations promulgated thereunder.

“Confidentiality Agreement” means the Letter Agreement, dated as of May 14, 2012, by and between Seller and Parent, amending and restating the earlier letter agreement between such parties dated as of June 20, 2011, together with the Nonreliance Letter.

“Consents” means all consents, notices, authorizations, novations, Orders, waivers, approvals, licenses, accreditations, certificates, declarations, filings or expiration of waiting

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periods, and non-objections or confirmations by a rating agency that an action or event will not result in the reduction or withdrawal of a rating.

“Constituent Documents” means, with respect to any Person that is a corporation, its articles or certificate of incorporation, corporate charter or memorandum and articles of association, as the case may be, and bylaws, with respect to any Person that is a partnership, its certificate of partnership and partnership agreement, with respect to any Person that is a limited liability company, its certificate of formation and limited liability company or operating agreement, with respect to any Person that is a trust or other entity, its declaration or agreement of trust or other constituent document, and with respect to any other Person, its comparable organizational documents, in each case, as amended or restated.

“Contract” means any written or oral contract, agreement, lease, license, indenture, note, bond, mortgage, loan, instrument, conditional sale contract, guarantee commitment or other arrangement, understanding, undertaking or obligation.

“Covered Investment Advisory Services” means the business of providing to third parties not Affiliated with the provider, for compensation, investment advice relating to a portfolio of assets consisting primarily of Bank Loans, the obligors of which are domiciled in the United States; provided, however, that in no event shall such term be deemed to apply to any Investment Management Services provided by the Seller or any Affiliate thereof with respect to any account that consists solely of assets of the GE Pension Trust to the extent permitted by Section 5.14.

“Delayed Closing Cash Consideration” means (a) the Allocated Cash Value of the applicable Delayed Closing Assets minus (b) the Estimated Interim Period Management Fees with respect to such Delayed Closing Assets.

“Delivered” means (i) actually delivered (including by e-mail) to Parent or its representatives or (ii) posted no later than two (2) Business Days immediately preceding the date of this Agreement (and not subsequently removed or modified) in any electronic data room established by Seller or its representatives in connection with the Transactions to which Purchaser, Parent and its representatives have had continuous access during the period beginning twenty (20) Business Days prior to the date of this Agreement and ending on the last Closing Date.

“Dilution Waiver” means the waiver by the holder of the Parent Convertible Notes of any adjustment to the Conversion Ratio (as defined in the Parent Convertible Notes) that may be triggered by the issuance hereunder of the Transaction Shares.

“Equity Interest” means any type of equity ownership in an entity, including partnership interests in a general partnership or limited partnership, membership interests in a limited liability company, stock or similar security (and any option, warrant, right or security, including debt securities, convertible, exchangeable or exercisable thereto or therefor) in a corporation or the comparable instruments for any other entity or any other interest entitling the holder thereof to participate in the profits of such entity, the proceeds or the disposition of such entity or any portion thereof or to vote for the governing body of such entity.

“ERISA” means the Employee Retirement Income Security Act of 1974.

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“Exchange Act” means the Securities Exchange Act of 1934.

“Existing Business Activities” means any business conducted or investment held by GECC or its Affiliates, or contemplated by any existing contractual arrangements applicable to GECC or any of its Affiliates, on the date of this Agreement.  For the avoidance of doubt, “Existing Business Activities” shall not include the provision of Covered Investment Advisory Services by BLG, other than (i) with respect to any Retained Assets and (ii) with respect to any Asset as to which the requisite Seller Consents could not be obtained with the result that such Asset was eliminated from the Transactions pursuant to Section 5.6(d).

“Existing Stockholders Agreement” means the Amended and Restated Stockholders Agreement, dated as of April 13, 2011, by and among Parent, CIFC Parent Holdings LLC and DFR Holdings, LLC, as amended and in effect.

“Existing Stockholders Agreement Waiver” means the waiver by CIFC Parent Holdings LLC and DFR Holdings, LLC of any preemptive rights or negative covenants that may be triggered by the Transactions.

“FINRA” means the Financial Industry Regulatory Authority or any successor entity thereto.

“Form ADV” means SEC Form ADV under the Investment Advisers Act.

“Fundamental Representations” means the representations and warranties in Section 3.1 (Organization), Section 3.2 (Authorization; Enforceability), Section 3.7 (Regulatory Compliance), Section 3.9 (Assets), Section 3.13 (Brokers), Section 4.1 (Organization), Section 4.2 (Authorization; Enforceability), Section 4.3 (Capitalization), Section 4.8 (Regulatory Compliance) and Section 4.11 (Brokers).

“GAAP” means United States generally accepted accounting principles, as amended from time to time.

“GE Name and ▇▇ ▇▇▇▇▇” means the names or marks of GECC or any of its Affiliates (including General Electric Company) that comprise or include all or any of the following: “GE” (in block letters or otherwise), the GE monogram, “General Electric Company”, and “General Electric”, either alone or in combination with other words and all marks, trade dress, logos, monograms, domain names and other source identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words. For the avoidance of doubt, “Navigator” shall not be considered a GE Name and GE ▇▇▇▇.

“Governmental Approvals” means all Consents of a Governmental Authority required in connection with the transactions contemplated hereby.

“Governmental Authority” means any foreign, federal, state or local governmental, judicial, legislative, regulatory or administrative agency, commission or authority, and any court, tribunal or arbitrator(s) of competent jurisdiction, including Self-Regulatory Organizations.

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“Incentive Management Fees” has the meaning assigned to such term in each CLO Indenture, as applicable.

“Initial Closing” means the consummation of the sale and purchase of the Initial Assets and the assumption of the Initial Assumed Liabilities contemplated by this Agreement.

“Initial Closing Cash Consideration” means (a) the Cash Amount minus (b) the Allocated Cash Value of all Retained Assets minus (c) the Estimated Interim Period Management Fees with respect to the Assets (other than the Retained Assets).

“Interim Period Management Fees” means all Management Fees received by Seller in respect of the applicable Transferred Assets that are attributable to the period on or after July 1, 2012 and on or before the close of business on the applicable Closing Date (each, an “Interim Period”).  For the avoidance of doubt, (a) any Incentive Management Fees shall be attributable to the period in which such fees are paid, and (b) any Management Fees that are attributable to a period of time that does not start and end during the applicable Interim Period shall be allocated to such Interim Period by multiplying (i) such Management Fees by (ii) a fraction equal to the number of days during such period that are included in such Interim Period, divided by the total number of days in such period.

“Investment Advisers Act” means the Investment Advisers Act of 1940.

“Investment Agreement” means the Investment Agreement by and between GECEII and Parent, substantially in the form attached hereto as Exhibit C hereto.

“Investment Company Act” means the Investment Company Act of 1940.

“Investment Management Services” means any services (including sub-advisory services) that involve (i) the management of an investment account or fund (or portions thereof or a group of investment accounts or funds) of any third party for compensation, and performing activities related or incidental thereto, or (ii) the rendering of advice with respect to the investment and reinvestment of assets or funds (or any group of assets or funds) of any third party (including any “business development company” under the Investment Company Act, or any “real estate investment trust”) for compensation, and performing activities related or incidental thereto; provided, that with respect to a third party that is an entity, Investment Management Services shall not be deemed provided to any owner of the third party unless the services in (i) or (ii) above are provided to such owner separate and apart from such services provided to the third party.

“Knowledge” means (i) in the case of an individual, the actual knowledge (without due inquiry) of such individual, (ii) in the case of GECC and Seller, the actual knowledge (without due inquiry) of each of ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, (iii) in the case of Parent and Purchaser, the actual knowledge (without due inquiry) of each of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, and (iv) in the case of any other Person that is not an individual, the actual knowledge of the chief executive officer and chief financial officer (or Persons serving in similar capacities) of such Person (without due inquiry).

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“Law” means any statute, code, Order, law, ordinance, rule, regulation or other requirement of any Governmental Authority (including, for the sake of clarity, common law).

“Legal Proceeding” means any judicial, legislative, administrative or arbitral actions, suits, investigations, audits, claims or other proceedings by or before a Governmental Authority.

“Liabilities” means any and all debts, liabilities, commitments, penalties, expenses, reimbursements and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including, whether arising out of any contract or tort, based on negligence or strict liability) and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto.

“Lien” means any lien, pledge, encumbrance, mortgage, deed of trust, security interest, equity, claim, lease, license, charge, option, adverse right, right of first or last negotiation, offer or refusal, easement or transfer restriction of any kind or nature whatsoever, whether arising by agreement, operation of Law or otherwise.

“Loss” means any and all judgments, Liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, Taxes, diminution in value, losses and expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment), but only to the extent such losses are not covered by an actual payment from some third party or by insurance (provided, that the indemnified party shall not have an obligation to first seek payment from such third party); provided that in no event shall Losses include any lost profits, consequential, indirect, incidental, punitive, special or other similar damages, other than any such damages awarded to any third party against an Indemnified Party.

“Managed Accounts” means the accounts managed by the Seller that consist solely of the assets of the GE Pension Trust.

“Management Fees” means any management fees payable to Seller under the CLO Management Agreements.

“NASDAQ” means the NASDAQ Stock Market LLC.

“NFA” means the National Futures Association or any successor entity thereto.

“Non-BLG Business Activities” means any activity of any nature whatsoever, whether or not engaged in on the date hereof, so long as it is not provided through or by BLG.

“Nonreliance Letter” means the letter agreement entered into by Parent and GECC on May 30, 2012.

“Optional Redemption” has the meaning assigned to such term in each CLO Indenture, as applicable.

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“Order” means any judgment, order, injunction, stipulation, decree, writ, doctrine, ruling, assessment or arbitration award or similar order of any Governmental Authority.

“Parent Advisers” means each of Purchaser and Deerfield Capital Management, LLC.

“Parent Common Stock” means the common stock, par value $0.001 per share, of Parent.

“Parent Convertible Notes” means the senior subordinated convertible notes of Parent issued to Bounty Investments, LLC.

“Parent Material Adverse Effect” means any effect, event, circumstance or change that (a) is or would be reasonably likely to be, individually or in the aggregate, materially adverse to the business, condition (financial or otherwise) or results of operations of Parent and its Subsidiaries, taken as a whole; provided, however, that none of the following effects, events or changes shall be deemed in themselves, either alone or in combination, to constitute, and none of them shall be taken into account in determining whether there has been or will be, a Parent Material Adverse Effect: (i) any change in general economic, political or financial market conditions (including conditions in the stock markets or other capital markets and changes in interest or exchange rates), (ii) any change in the market price or trading volume of the Parent Common Stock after the date hereof (it being understood that the underlying circumstances, events or reasons giving rise to any such change can be taken into account in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur), (iii) any effect, event, circumstance or change resulting from a change in applicable Law or accounting regulation or principle after the date of this Agreement, (iv) any effect, event, circumstance or change resulting from failure by Parent to meet any projections, forecasts, revenues or earning predictions, estimates or budgets for any period prior to, on or after the date of this Agreement (it being understood that the underlying circumstances, events or reasons giving rise to any such change can be taken into account in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur) or (v) an outbreak or escalation of war, armed hostilities, acts of terrorism, political instability, natural catastrophe or other national or international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case, whether occurring within or outside the United States; provided, that, in the case of clauses (i), (iii) and (v), such occurrence, condition, change, development, event or effect shall only be excluded to the extent it does not have a disproportionate adverse effect on the business, financial condition, or results of operations of Parent and its Subsidiaries, taken as a whole, as compared to other Persons engaged in the investment advisory or investment management business or (b) would reasonably be expected to prevent, or materially delay to after the End Date, the consummation of the applicable Closing.

“Permitted Liens” means (i) statutory Liens of mechanics, materialmen, workmen, repairmen, warehousemen, carriers incurred in the ordinary course of business for amounts which are not delinquent or which are being contested in good faith by appropriate proceedings, (ii) Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iii) non-exclusive intellectual property licenses, (iv) Liens in connection with a deposit account bank’s right of set-off, (v) Liens on mortgage securities or United States Treasury securities incurred in connection with repurchase agreements in the ordinary course of

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business and (vi) minor defects or irregularities in title that do not in the aggregate, materially affect the value or current use of the underlying asset.

“Person” means any individual, corporation, partnership, limited liability company, limited liability partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity.

“Referral Agreement” means the Referral Agreement between Purchaser and GECC, in substantially the form agreed to by Parent and GECC as of the date hereof.

“Referral Period” has the meaning assigned to such term in the Referral Agreement.

“SEC” means the United States Securities and Exchange Commission or any successor entity thereto.

“Second Amended and Restated Registration Rights Agreement” means the Amendment to the Registration Rights Agreement, substantially in the form attached hereto as Exhibit B hereto.

“Securities Act” means the Securities Act of 1933.

“Self-Regulatory Organization” shall have the meaning ascribed thereto in the Exchange Act.

“Seller Material Adverse Effect” means any event or circumstance that results in or would be reasonably likely to result in (x) a cancellation of, notice of cancellation of, termination of, or removal for cause of Seller as the collateral manager under any CLO Management Agreement or (y) the acceleration, liquidation or optional redemption of securities issued by a CLO Issuer, but, in the case of clause (y), only if such event has prevented, or would be reasonably likely to result in the prevention of, the assignment, on the Initial Closing Date, of Assets with an Allocated Cash Value that represents more than 66 2/3% of the Cash Amount.

“Subsidiary” means, with respect to any Person, a corporation or other Person of which more than fifty percent (50%) of the voting power of the outstanding voting Equity Interests or more than fifty percent (50%) of the outstanding economic Equity Interest is held, directly or indirectly, by such Person; provided, however, that no CLO Issuer shall be deemed to be a direct or indirect Subsidiary of GECC or Seller.

“Tax Returns” means any and all reports, returns, declarations, claims for refund, elections, disclosures, estimates, information reports or returns or statements supplied or required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes the applicable Party or any of such Party’s Subsidiaries or Affiliates.

“Taxes” means (i) any and all federal, state, provincial, local, foreign and other taxes, and any and all charges, fees, imposts, duties, levies or other assessments, in each case that are in the nature of taxes, imposed by a Governmental Authority (including any interest, fines,

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assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including, without limitation (x) taxes imposed on, or measured by, income, franchise, profits or gross receipts, and (y) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, capital stock, license, branch, payroll, estimated, withholding, employment, social security (or similar), unemployment, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, escheat, transfer and gains taxes, and customs duties, and (ii) any Liability in respect of any items described in clause (i) above as a transferee or successor, pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or foreign Law), as an indemnitor, guarantor, surety or in a similar capacity under any contract, arrangement, agreement, understanding or commitment (whether oral or written) or as a result of successor Liability or otherwise.

“Third Party Consents” means all Consents or waivers or notices to any party (other than a Governmental Authority) to any Contract to which any of the Parties hereto is a party or by which any of their respective assets or properties are bound.

“Transaction Expenses” means the reasonable and documented out-of-pocket costs and expenses incurred by a Party in connection with negotiation, documentation and implementation of this Agreement, the Ancillary Documents and the Transactions.

“Transactions” means the Asset Sale and the other transactions contemplated by this Agreement and the Ancillary Documents.

“Valuation Services Agreement” means the Valuation Services Agreement by and between GE Business Financial Services, Inc. and Purchaser in substantially the form agreed to by Parent and Seller on the date hereof.

(b)                                 The following capitalized terms are defined in the Section set forth opposite such term:

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Section 1.2                                   Construction.  Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular and vice versa; (ii) references to one gender include all genders; (iii) whenever the words “include,” “includes” or “including” are used in this Agreement they will be deemed to be followed by the phrase “without limitation;” (iv) the words “hereof,” “herein,” “hereby,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) when a reference is made in this Agreement to a Section, Schedule, Exhibit or Annex, such

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reference shall be to a Section, Schedule, Exhibit or Annex of this Agreement unless otherwise indicated; (vi) all references in this Agreement to “$” are intended to refer to U.S. dollars; (vii) unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive; and (viii) any reference to a Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder, as in effect from time to time.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE 2
THE PURCHASE AND SALE OF THE ASSETS

Section 2.1                                   Sale of Assets.

(a)                                  Subject to the terms and conditions set forth in this Agreement, (i) at the Initial Closing, Seller will sell, transfer, convey, assign and deliver to the Purchaser, free and clear of any Lien, all of Seller’s right, title and interest in and to the Assets, but excluding any Retained Assets (the “Initial Assets”) and (ii) if there are any Retained Assets, at any Delayed Closing, Seller will sell, transfer, convey, assign and deliver to the Purchaser, free and clear of any Lien, all of Seller’s right, title and interest in and to any Retained Assets to which the applicable Seller Consent delivered pursuant to Section 5.6(c) relates (each, “Delayed Closing Assets” and together with the Initial Assets and all other Delayed Closing Assets, the “Transferred Assets”).

(b)                                 Seller shall cause the Books and Records of the CLO Issuers maintained by Seller or its Affiliates to be delivered to Purchaser at the time of the applicable Closing.  Seller acknowledges that Purchaser and the CLO Issuers require continued access to the Books and Records of the CLO Issuers maintained by the CLO Issuers’ transfer agents, custodians (pursuant to the applicable CLO Issuer’s custody contract or outsourcing agreements), legal counsel, independent auditors and auction agents after the applicable Closing, and Seller will use its reasonable best efforts to (i) facilitate an agreement between Purchaser and the custodians for the CLO Issuers, with respect to the Books and Records of the CLO Issuers maintained by such custodians that is reasonably satisfactory to Purchaser and (ii) facilitate access to the Books and Records of the CLO Issuers maintained by each of the transfer agents for the CLO Issuers to the extent not otherwise available to the CLO Issuers after the applicable Closing.  Seller may retain copies of any Books and Records of the CLO Issuers delivered to Purchaser, which shall be maintained by Seller in accordance with the restrictions set forth in Section 5.10.

Section 2.2                                   Assumed Liabilities and Retained Liabilities.  Subject to the terms and conditions set forth in this Agreement, (a) at the Initial Closing, Purchaser will assume, and thereafter will satisfy or perform when due, all Liabilities of Seller to be performed after such date relating to or arising out of the CLO Management Agreements and all Liabilities of Seller as Collateral Manager to be performed after such date relating to or arising out of the CLO Collateral Administration Agreements, which shall not include any Liabilities of Seller to be performed under, relating to or arising out of any Retained Assets (collectively, the “Initial Assumed Liabilities”), and (b) at any Delayed Closing, Purchaser will assume, and thereafter will satisfy or perform when due, all Liabilities of Seller to be performed after such date relating to or arising out of the CLO Management Agreement transferred at such Delayed Closing and all

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Liabilities of Seller as Collateral Manager to be performed after such date relating to or arising out of the CLO Collateral Administration Agreement relating to such CLO Management Agreement (collectively, “Delayed Closing Assumed Liabilities” and together with the Initial Assumed Liabilities and all other Delayed Closing Assumed Liabilities, the “Assumed Liabilities”).  For the avoidance of doubt, (i) Purchaser will not assume any Liabilities of Seller other than the Assumed Liabilities, (ii) no Taxes will be included as Assumed Liabilities and (iii) Purchaser will not assume any Delayed Closing Assumed Liabilities until the applicable Delayed Closing (collectively, the “Retained Liabilities”). Seller will retain, satisfy and perform when due, and to the extent provided in Article 7, will hold the Purchaser Indemnified Parties harmless and indemnify the Purchaser Indemnified Parties from and against, the Retained Liabilities.

Section 2.3                                   The Closing(s)

(a)                                  The Initial Closing shall take place at 10:00 a.m. (Eastern Time) at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, no later than the second (2nd) Business Day following the satisfaction or waiver of each of the conditions set forth in Article 6 applicable to the Initial Closing (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time and place as may be mutually agreed to by the Parties.  Such time and date are referred to in this Agreement as the “Initial Closing Date.”

(b)                                 If necessary, a Delayed Closing shall take place at 10:00 a.m. (Eastern Time) at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, no later than the second (2nd) Business Day following the satisfaction or waiver of each of the conditions set forth in Article 6 applicable to such Delayed Closing with respect to the applicable Delayed Closing Assets (other than those conditions that by their nature are to be satisfied by actions taken at such Delayed Closing, but subject to the satisfaction or waiver of such conditions), or at such other time and place as may be mutually agreed to by the Parties.  Each such time and date are referred to in this Agreement as a “Delayed Closing Date.”

Section 2.4                                   Consideration for the Transferred Assets and Actions of GECC and its Affiliates.

(a)                                  At the Initial Closing, on the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties, covenants and agreements set forth herein, in consideration for the Initial Assets and the actions to be taken by GECC and its Affiliates described herein (subject to adjustment pursuant to Section 2.5 or Article 7, the “Initial Purchase Price”):

(i)                                     Parent shall issue and deliver to GECEII, at the direction of GECC, 1,000,000 shares of Parent Common Stock (the “Stock Consideration”), free and clear of all Liens (other than restrictions under applicable federal and state securities Laws, the Investment Agreement and the Registration Rights Agreement);

(ii)                                  Subject to Section 5.6(c), Parent shall pay, or cause to be paid, to Seller by wire transfer of immediately available funds an amount equal to the Initial Closing

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Cash Consideration to an account designated by Seller at least two (2) Business Days prior to the Initial Closing;

(iii)                               Parent shall issue to GECEII, at the direction of GECC, a warrant to purchase up to 2,000,000 Warrant Shares, in substantially the form attached hereto as Exhibit E (the “Warrant”); and

(iv)                              Purchaser shall assume the Initial Assumed Liabilities.

(b)                                 At each Delayed Closing, on the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties, covenants and agreements set forth herein, in consideration for the applicable Delayed Closing Assets and the actions to be taken by GECC and its Affiliates described herein (subject to adjustment pursuant to Section 2.5 or Article 7, each a “Delayed Closing Purchase Price” and together with the Initial Closing Price and all other Delayed Closing Purchase Prices, the “Purchase Price”): (i) subject to Section 5.6(c), Parent shall pay, or cause to be paid, to Seller by wire transfer of immediately available funds an amount equal to the applicable Delayed Closing Cash Consideration to an account designated by Seller at least two (2) Business Days prior to such Delayed Closing; and (ii) Purchaser shall assume the applicable Delayed Closing Assumed Liabilities.

(c)                                  If at any time during period between the date of this Agreement and the Initial Closing Date, Parent effects a reclassification, recapitalization, stock split or subdivision or combination, or any stock dividend with a record date during such period, the Stock Consideration and the Warrant to be issued at the Initial Closing shall be equitably adjusted (without duplication) to reflect such change.

Section 2.5                                   Adjustments to Closing Cash Consideration.

(a)                                  Closing Estimate.  Not later than three (3) Business Days prior to the anticipated applicable Closing Date, Seller shall, in consultation with Parent, prepare and Deliver to Parent a statement in form and substance reasonably satisfactory to Parent setting forth Seller’s good-faith estimate of the Interim Period Management Fees in respect of the applicable Transferred Assets (the “Estimated Interim Period Management Fees”).

(b)                                 Post-Closing Statement.  Within sixty (60) days following the applicable Closing, Parent shall cause to be prepared and delivered to Seller a statement setting forth Parent’s determination of the applicable Interim Period Management Fees (the “Post-Closing Statement”).

(c)                                  Dispute.  Within thirty (30) days following receipt by Seller of the applicable Post-Closing Statement, Seller shall Deliver written notice to Parent of any dispute Seller has with respect to Parent’s calculation of the applicable Interim Period Management Fees (the “Dispute Notice”).  If Seller does not Deliver a Dispute Notice within such thirty (30) day period, Parent’s determination of such Interim Period Management Fees as set forth in such Post-Closing Statement will be final, conclusive and binding on the Parties.  In the event Seller does timely Deliver a Dispute Notice with respect to such Post-Closing Statement, Parent and Seller shall negotiate in good faith to resolve such dispute.  If Parent and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the date of the

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applicable Dispute Notice, then either Parent or Seller may provide written notice to the other that it elects to submit the disputed items to a mutually agreeable, nationally recognized accounting firm who shall be independent of Seller, Parent and their respective Affiliates, it being agreed that either PricewaterhouseCoopers LLP or Deloitte LLP shall be mutually agreeable so long as such firm remains independent of the Parties (the “Arbitration Firm”).  The Arbitration Firm will promptly review only those items and amounts (and may not assign a value greater than the greatest value for such item claimed by either Parent or Seller or smaller than the smallest value for such item claimed by either Parent or Seller) specifically set forth and objected to in such Dispute Notice and resolve the dispute with respect to each such specific item and amount.  The fees and expenses of the Arbitration Firm will be borne equally by Parent and Seller, or as the Arbitration Firm shall otherwise determine.  The decision of the Arbitration Firm with respect to such Interim Period Management Fees, and the allocation of costs discussed in the prior sentence, will be final, conclusive and binding on the Parties.  The Arbitration Firm’s decision shall be based solely on written submissions by Parent and Seller and their respective representatives and not by independent review.  The Arbitration Firm shall not hold any hearings, hear any oral testimony or otherwise seek or require any other evidence.  Subject to the foregoing, each of Parent and Seller agrees to use its commercially reasonable efforts to cooperate with the Arbitration Firm and to cause the Arbitration Firm to resolve any dispute no later than thirty (30) days after its engagement.

(d)                                 Access.  For purposes of complying with the terms set forth in this Section 2.5, each Party shall cooperate with and make available to the other Parties and their respective representatives all information, records and data, and shall permit access to its personnel during normal business hours upon reasonable notice, as may be reasonably required in connection with the preparation and analysis of the applicable Interim Period Management Fees and the resolution of any disputes thereunder; provided, that no Party shall be required to provide access to any information or documents that would, in the reasonable judgment of such Party, (i) breach any agreement with any third party, (ii) constitute a waiver of the attorney-client or other privilege held by such Party or (iii) otherwise violate any applicable Law.  The provision of any accountant’s work papers shall be subject to entering into customary access letters with such accountant.

(e)                                  Upward Adjustment.  If the applicable Interim Period Management Fees (as finally determined pursuant to Section 2.5(c)) are less than the applicable Estimated Interim Period Management Fees, then the Initial Closing Cash Consideration or Delayed Closing Cash Consideration, as applicable, will be adjusted upward by the amount of such shortfall and Parent shall pay or cause to be paid an amount equal to such shortfall to Seller in accordance with Section 2.5(h).

(f)                                    Downward Adjustment.  If the applicable Interim Period Management Fees (as finally determined pursuant to Section 2.5(c)) are greater than the applicable Estimated Interim Period Management Fees, then the Initial Closing Cash Consideration or Delayed Closing Cash Consideration, as applicable, will be adjusted downward by the amount of such excess and Seller shall pay or cause to be paid an amount equal to such excess to Parent in accordance with Section 2.5(h).

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(g)           Other Adjustments.

(i)                                     If Seller or any of its Affiliates receives Interim Period Management Fees attributable to Transferred Assets after the applicable Closing Date, then Seller shall remit such fees to Parent pursuant to Section 2.5(h) hereof.

(ii)                                  With respect to any Transferred Asset, if the applicable CLO Trustee provides and/or the applicable CLO Investors provide valid notice to Purchaser or its Affiliates pursuant to the applicable CLO Indenture (the date of receipt of such notice, the “Optional Redemption Notice Date”) of an Optional Redemption on or prior to the first anniversary of the date hereof, then, if such Optional Redemption is effected, Seller shall pay to Purchaser within five (5) Business Days following the effective date of such Optional Redemption the Applicable Rebate Amount determined as provided below; provided, however, that in no event shall the Applicable Rebate Amount, when combined with all prior payments of the Applicable Rebate Amount with respect to other Transferred Assets with respect to which there has been an Optional Redemption, exceed the product of (x) 60% and (y) ((A) the aggregate Cash Consideration paid to date as of the effective date of the applicable Optional Redemption pursuant to Section 2.4(a)(ii) and Section 2.4(b), minus (B) the aggregate Management Fees received to date by Purchaser with respect to all Transferred Assets):

(h)                                 Payments.  The amount, if any, owed by Parent to Seller pursuant to Section 2.5(e), on the one hand, or by Seller to Parent pursuant to Section 2.5(f) or Section 2.5(g), on the other hand, shall be paid in full in cash by wire transfer of immediately available funds (unless otherwise agreed by the party receiving the payment) within five (5) Business Days after the date on which the applicable Interim Period Management Fees are finally determined pursuant to Section 2.5(c) (or the date on which such fees are received pursuant to Section 2.5(g)).

Section 2.6                                   Further Assurances; Further Conveyances and Assumptions.  From time to time after each Closing, Seller and Purchaser will execute, acknowledge and deliver all such further conveyances, notices, assumptions and releases and such other instruments, and shall take such further actions, as may be necessary to convey to Purchaser and its respective

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successors or assigns, all of the properties, rights, titles, interests, remedies, powers and privileges intended to be conveyed to Purchaser at such Closing under this Agreement and to effect the assumption of the Liabilities at such Closing intended to be assumed by Purchaser under this Agreement.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF
GECC AND SELLER

Except as set forth in the corresponding sections of the disclosure schedule (the “Seller Disclosure Schedule”) Delivered by Seller to Purchaser and Parent concurrently herewith, GECC and Seller represent and warrant as of the date hereof and as of the applicable Closing to Purchaser and Parent as follows; provided, that GECC and Seller shall not make any representation or warranty to Purchaser and Parent (a) set forth in Section 3.14 and Section 3.16 as of any Delayed Closing or (b) as of any Closing, with respect to any Asset not being transferred in such Closing:

Section 3.1                                   Organization.

(a)                                  Seller is duly formed, validly existing and in good standing under the Laws of Delaware, with all requisite power and authority required to conduct its business as presently conducted.  Seller has heretofore Delivered true and complete copies of the Constituent Documents of Seller and each such Constituent Document is in full force and effect and no amendments thereto are pending.

(b)                                 Seller is duly qualified or licensed to transact business and is in good standing in all jurisdictions where the ownership or operation of the Assets or the conduct of its business requires such qualification, except where the failure to be so licensed or in good standing would not have a Seller Material Adverse Effect.

Section 3.2                                   Authorization; Enforceability.  Each of Seller and GECC has all requisite corporate or limited liability company power and authority to execute and Deliver this Agreement and each applicable Ancillary Document that it is a party to and to perform its obligations hereunder and thereunder.  The execution and Delivery by each of Seller and GECC of this Agreement and each applicable Ancillary Document that it is a party to and the performance by such Person of its obligations hereunder and thereunder have been duly authorized by all requisite limited liability company or corporate action of such Person.  No other action on the part of Seller or GECC, or any equityholders of such Person, is necessary to authorize the execution, Delivery and performance by such Person of this Agreement and each applicable Ancillary Document that it is a party to and the consummation by such Person of the Transactions contemplated hereunder and thereunder.  This Agreement has been, and each applicable Ancillary Document that each of Seller and GECC will be a party to will be, duly executed and Delivered by such Person and, assuming that this Agreement and each applicable Ancillary Document has been duly authorized, executed and Delivered by each of the other parties hereto and thereto, constitutes or, when executed and Delivered by such Person, will constitute the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except to the extent that the enforceability thereof may be limited

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by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity, including principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

Section 3.3                                   Compliance with Laws.

(a)                                  Seller is not in material violation of, and has not violated in any material respect, any applicable Law affecting or related to the Assets. No investigation or review by any Governmental Authority (i) with respect to the Assets is pending or, to the Knowledge of Seller, threatened or (ii) to the Knowledge of the Seller, is pending or threatened against any CLO Issuers, and no Governmental Authority has indicated to Seller an intention to conduct the same.

(b)                                 None of Seller or any of its Affiliates, managers, directors or officers acting for or on its behalf, or, to the Knowledge of Seller, any employees, agents or other Persons acting for or on behalf of Seller, or, to the Knowledge of Seller, any CLO Issuer or any of its Affiliates, managers, directors, officers, employees, agents or other Persons acting for or on behalf of any CLO Issuer, has, directly or indirectly, (i) used any funds for unlawful contributions, gifts, gratuities, entertainment or other unlawful expenses related to political activity, (ii) made any payment or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any United States or non-United States government official or employee, any official or employee of a public international organization, or any political party or candidate for political office for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of applicable Law, (iii) made any other unlawful payment, regardless of form, whether in money, property or services, including any payment which constitutes criminal bribery under applicable Law or (iv) violated any applicable export control, money laundering or anti-terrorism Law or regulation, the FCPA, or any other applicable anti-bribery Law or regulation, of any applicable jurisdiction, or any applicable Law of similar effect, where any of the actions described in clauses (i) through (iv) above, would have a material adverse effect on the Assets.

Section 3.4                                   Non-Contravention; Consents and Approvals.  The execution and Delivery of this Agreement by each of Seller and GECC and the Ancillary Documents to which it is a party, the consummation by such Person of the Transactions, and the performance by such Person of its obligations hereunder and thereunder, except for such Consents required for the “assignment” (or deemed assignment) by Seller of each CLO Management Agreement and CLO Collateral Administration Agreement under the Investment Advisers Act, the CLO Management Agreements, and the CLO Collateral Administration Agreements, which shall be obtained prior to the applicable Closing: (i) do not violate any provision of the CLO Issuer Operative Documents or the Constituent Documents of Seller or GECC; and (ii)(A) do not conflict in any material respect with or violate any applicable Law of any Governmental Authority having jurisdiction over Seller or GECC or any part of the properties or assets of Seller (including the Assets), (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or

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constitute a default under (in each case with or without notice, the passage of time or both), any CLO Management Agreement or CLO Issuer Operative Document, in each case, in any material respect, (C) do not result in the creation or imposition of any material Lien on any part of the Assets, (D) do not violate any Order binding on Seller or any part of its properties or assets, and (E) do not otherwise require any material Governmental Approvals or any material Third Party Consents, in each case, other than the Seller Consents.

Section 3.5                                   Fee Statements.  Seller has Delivered complete and correct copies of (a) the historical transaction data with respect to the CLO Issuers and (b) each “Monthly Report” and “Note Valuation Report” (as such terms are defined in the applicable CLO Management Agreement) received by Seller from the applicable Trustee, in the case of (a) and (b), for the period during which Seller has acted as Collateral Manager under the CLO Management Agreements.

Section 3.6                                   Absence of Certain Changes and Events.  For the period during which Seller has acted as Collateral Manager under the CLO Management Agreements, there has not been any event, change, occurrence, facts or circumstance that, individually or in the aggregate with any other events, changes, occurrences or circumstances, has had or would have a Seller Material Adverse Effect.

Section 3.7                                   Regulatory Compliance.

(a)                                  Seller has not been subject to disqualification as an investment adviser or subject to disqualification to serve in any other capacity contemplated by the Investment Company Act for any investment company under Sections 9(a) and 9(b) of the Investment Company Act, in either case, where such disqualification would have a material adverse effect on the Assets, nor has Seller received an exemptive Order or other relief from the SEC with respect to any such disqualification.

(b)                                 Except, in each case, as would not have a material adverse effect on the Assets:

(i)                                     Seller has filed a Form ADV with the SEC in accordance with the Investment Advisers Act, which Form ADV complies with the requirements of the Investment Advisers Act.  Seller has heretofore Delivered true and correct copies of the Forms ADV, as amended or supplemented;

(ii)                                  Seller and each of its investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Investment Advisers Act) has, and until the time of the applicable Closing will have, all Governmental Approvals required in order for them to lawfully conduct the Investment Management Services in respect of the Assets in the manner presently conducted, and all such Governmental Approvals are in full force and effect and are being complied with in all material respects;

(iii)                               None of Seller or, in connection with their service to Seller, any of its directors, officers or employees is registered or required to be registered as a broker or dealer, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a transfer agent, a registered representative or associated Person of an

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investment adviser, a counseling officer, an insurance agent or a sales person with the SEC, the CFTC, the NFA, the FINRA, the securities commission of any state or any other self-regulatory body, in order for Seller to lawfully conduct the Investment Management Services or, for Seller’s directors, officers or employees to provide services to Seller, in each case, in respect of the Assets in the manner presently conducted by the Seller; and

(iv)                              None of Seller or, in connection with their service to Seller, any of its directors, officers or employees, during the preceding ten (10) years, has been convicted of any crime, or is or has been the subject of a denial, suspension or revocation of registration with the CFTC or the NFA as a “commodity pool operator” or “commodity trading advisor” (as such term is defined in the Commodity Exchange Act.

(c)                                  None of Seller or, to the Knowledge of Seller, any CLO Issuer, is an investment company under the Investment Company Act.

(d)                                 Seller has adopted a written compliance program regarding such Seller Investment Management Entity’s satisfaction of the requirements of Rule 206(4)-7 under the Investment Advisers Act.  To the Knowledge of Seller, there have been no material violations or allegations of material violations of such compliance program that would have a material adverse effect on the Assets.

(e)                                  No exemptive Orders, “no-action” letters or similar exemptions or regulatory relief have been obtained, and no requests are pending therefor, by or with respect to Seller or any director, officer or employee of any Seller or, to the Knowledge of Seller, any CLO Issuer or any director, officer or employee of any CLO Issuer, in each case, in connection with the Assets.

Section 3.8                                   CLO Issuers.

(a)                                  To the Knowledge of Seller, each of the CLO Issuers has all requisite corporate or other similar organizational power and authority to own, lease and operate its properties and to carry on its business as now being conducted except where the failure to be so licensed or in good standing would not have a material adverse effect on such CLO Issuer.

(b)                                 To the Knowledge of Seller, the most recent trustee report under each CLO Issuer Operative Document accurately reflects each asset that qualifies as a “Defaulted Security” (as defined in the applicable CLO Issuer Operative Document) as of the date of such report.  To the Knowledge of Seller, (i) there are no errors (that have not been corrected and notified to the recipients of such reports) in any trustee reports transmitted to investors that have resulted in or would result in distributions to investors other than in compliance with the applicable CLO Issuer Operative Documents and (ii) since the date of the most recent trustee report under each CLO Issuer Operative Document, there have been no events or circumstances (in each case whether now cured or uncured) that would reasonably be likely to materially adversely affect compliance with or satisfaction of any collateral quality or coverage tests, including but not limited to overcollateralization tests, under such CLO Issuer Operative Document.  For the period during which Seller has acted as Collateral Manager under the CLO

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Management Agreements, to the Knowledge of Seller, there has existed no material unremedied calculation, pricing or similar error with respect to any CLO Issuer.

(c)                                  There are no Contracts pursuant to which Seller has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce any or all fees or charges payable to the Collateral Managers under the CLO Management Agreements or the CLO Issuer Operative Documents.  To the Knowledge of Seller, no CLO Issuer, applicable CLO Investor, applicable CLO Trustee or applicable CLO Collateral Administrator or any other Person has notified Seller that the CLO Issuer or any other Person (including after giving effect to the applicable Closing) has (or, with the giving of notice or the passage of time, or both, will have) the right to terminate Seller or reduce or defer the fees payable to the Collateral Manager under any CLO Management Agreement or any other CLO Issuer Operative Document. To the Knowledge of Seller, no CLO Issuer, applicable CLO Investor, applicable CLO Trustee, applicable CLO Collateral Administrator or any other Person has notified Seller that it will cause or is contemplating causing, either individually or collectively with others, a redemption of any securities issued by such CLO Issuer or termination of any CLO Management Agreement.

(d)                                 To the Knowledge of Seller, no CLO Issuer is: (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, or a plan that is subject to Section 4975 of the Code; (ii) a Person acting on behalf of such a plan; or (iii) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations.

(e)                                  Seller has Delivered true and correct copies, to the Knowledge of Seller, of all CLO Issuer Documents relating to the CLO Issuers.

(f)                                    Each Seller Consent obtained in accordance with Section 5.6 (including each of the Consents included in the determination of whether the condition contained in Section 6.1(g) has been satisfied) will, as of immediately prior to the applicable Closing, have been duly obtained in accordance with applicable Law and the requirements of the applicable CLO Management Agreement.

(g)                                 Seller has not provided notice of its resignation under any CLO Management Agreement.

(h)                                 Other than CLO Management Agreements and the CLO Issuer Operative Documents, there are no Contracts pursuant to which Seller receives fees or payments in connection with its services as Collateral Manager under any CLO Issuer Operative Document.  Seller has not entered into any Contract providing for the sharing of fees payable to the Collateral Manager under any CLO Management Agreement, or for the delegation of any obligations or assignment or pledge of any rights of the Collateral Manager under any CLO Management Agreement.

(i)                                     Except as set forth on Section 3.8(i) of the Seller Disclosure Schedule, to the Knowledge of Seller, no CLO Issuer has filed or is required to file U.S. federal, state, local or foreign Tax Returns or paid any Taxes or is otherwise subject to taxation in any jurisdiction except for the filing of Tax Returns and payment of Taxes in the Cayman Islands.  To the

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Knowledge of Seller, each CLO Issuer (i) has materially complied with all required Tax information reporting requirements to which it is subject by timely filing such Tax information reporting returns and reports in a form that is accurate and complete in all material respects and (ii) has complied in all material respects with the operating guidelines set forth in the applicable CLO Management Agreement or the CLO Issuer Operative Documents to avoid engaging, or deemed to be engaging, in a trade or business within the United States for United States federal income Tax purposes or subject to United States federal, state or local income Tax on a net income basis.  Each CLO Issuer has timely filed all Tax Returns required to be filed by it and timely paid all Taxes due and payable by it, whether or not shown or required to be shown on any Tax Returns, and no such Taxes are delinquent, except to the extent any such taxes are being contested in good faith by appropriate proceedings described in Section 3.8(i) of the Seller Disclosure Schedule.

(j)                                     Seller has paid on behalf of the CLO Issuers, and has not received reimbursement from each CLO Issuer in respect of, an aggregate amount of expenses incurred by such CLO Issuer not to exceed (i) $10,000 for Navigator CDO 2003, Ltd. and Navigator CDO 2003, Corp., (ii) $10,000  for Navigator CDO 2004, Ltd. and Navigator CDO 2004, Corp., (iii) $10,000  for Navigator CDO 2005, Ltd., and (iv) $10,000 for Navigator CDO 2006, Ltd.

Section 3.9                                   Assets.  Seller owns good title to the Assets, free and clear of all Liens (other than Permitted Liens).

Section 3.10                            CLO Management Agreements and the CLO Issuer Operative Documents.

(a)                                  Seller has Delivered true, complete and correct copies of, the CLO Management Agreements and the CLO Issuer Operative Documents.

(b)                                 Each CLO Management Agreement and each CLO Collateral Administration Agreement is in full force and effect and is a valid and binding obligation of Seller, and to the Knowledge of Seller, no event or circumstance exists that would constitute a breach or violation of, or “cause” or default under, a CLO Management Agreement or CLO Issuer Operative Document, cause for termination by a CLO Issuer or any other party of a CLO Management Agreement or other CLO Issuer Operative Document.  Seller has performed all of the obligations required to be performed by it under each CLO Management Agreement and each other CLO Issuer Operative Document, and is not in breach or violation of, or default or event of default under any CLO Management Agreement or any other CLO Issuer Operative Document.  Seller has not received any written claim of default under or cancellation of or that cause for termination or removal exists under any CLO Management Agreement or any other CLO Issuer Operative Document.  To the Knowledge of Seller, no other party is in breach or violation of, or default under, any CLO Management Agreement or other CLO Issuer Operative Document.

Section 3.11                            Litigation.  There is no Legal Proceeding before any Governmental Authority (a) pending or, to the Knowledge of Seller, threatened against Seller relating to the CLO Management Agreements or (b) to the Knowledge of Seller, pending or threatened against any CLO Issuer.  Seller is not a party to any Order or other arrangement with any Government

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Authority relating to the CLO Management Agreements.  To the Knowledge of Seller, no CLO Issuer is a party to any Order or other arrangement with any Government Authority.

Section 3.12                            Taxes.  All material Taxes due and payable with respect to the Assets, whether or not shown or required to be shown on any Tax Returns, have been paid or will be timely paid and no such Taxes are delinquent, except to the extent any such taxes are being contested in good faith by appropriate proceedings.  No deficiency for any material amount of Tax with respect to the Assets has been asserted or assessed by a Governmental Authority against Seller or any of its Affiliates and there is no audit or other proceeding threatened or currently in progress which could give rise to a material amount of Taxes with respect to the Assets.

Section 3.13                            Brokers.  No broker, finder, agent or similar intermediary is acting, or has acted, for, or on behalf of, GECC, Seller or, to the Knowledge of Seller, any CLO Issuer or is entitled to any broker’s, finder’s or similar fee or other commission in connection with this Agreement or the Transactions contemplated hereby.

Section 3.14                            Independent Investigation.  Each of GECC and Seller hereby acknowledges and affirms that it has conducted and completed its own investigation, analysis and evaluation of Parent and its Subsidiaries, that it has made all such reviews and inspections of the financial condition, business, results of operations, properties, assets and prospects of Parent and its Subsidiaries, as it has deemed necessary or appropriate, that it has had the opportunity to request all information it has deemed relevant to the foregoing from Parent, and that in making its decision to enter into this Agreement and to consummate the Transactions contemplated hereby it has relied solely on its own investigation, analysis and evaluation of Parent and its Subsidiaries and is not relying in any way on any representations and warranties, including any implied warranties, made by Parent or on behalf of Parent by any other Person other than the representations and warranties made expressly by Parent in this Agreement and the Ancillary Agreements.

Section 3.15                            Affiliate Transactions.  At no time during the period which Seller has acted as Collateral Manager under the CLO Management Agreements has any CLO Issuer engaged in any transactions with, or was a party to, any agreements, arrangements or understandings with Seller or any of its Affiliates.  Section 3.15 of the Seller Disclosure Schedule sets forth a true, correct and complete list of any securities of each CLO Issuer owned by Seller or any of its Affiliates.

Section 3.16                            Legends.  GECC understands that until such time as the resale of the Stock Consideration and/or shares of capital stock of Parent issuable upon the exercise of the Warrant (the “Warrant Shares” and, together with the Stock Consideration, the “Transaction Shares”) have been registered under the Securities Act as contemplated by the Stockholders Agreement and/or the Registration Rights Agreement, the stock certificates representing the Transaction Shares, except as set forth below, shall bear any legend as required by the “blue sky” Laws of any state and a restrictive legend in substantially the following form (and a stop-transfer Order may be placed against transfer of such stock certificates):

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (i) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO CIFC CORP., THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (ii) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

The legend set forth above shall be removed and Parent shall issue a certificate without such legend to the holder of any Transaction Shares upon which it is stamped, if, unless otherwise required by state securities Laws, (i) such Transaction Shares are registered for resale under the Securities Act, (ii) GECC provides Parent with reasonable assurance that such Transaction Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”), or (iii) in connection with a sale, assignment or other transfer, GECC provides Parent with an opinion of counsel, in a form reasonably satisfactory to Parent, to the effect that the legend is no longer necessary to protect GECC against a violation by it of the Securities Act upon any sale, assignment or transfer of such Transaction Shares made without registration under the applicable requirements of the Securities Act.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

Except as set forth in the corresponding sections of the disclosure schedule (the “Purchaser Disclosure Schedule”) that is being delivered by Purchaser to Seller concurrently herewith and except as disclosed in, and reasonably apparent from, the Parent SEC Documents and publicly available prior to the date of this Agreement and only as and to the extent disclosed therein (other than disclosures in any schedules thereto or in any documents incorporated by reference therein and other than any forward looking disclosures set forth in any risk factor section, any disclosures in any Section relating to forward looking statements and any other disclosures included therein to the extent they are primarily predictive or forward-looking in nature), Parent and Purchaser represent and warrant to GECC and Seller as of the date hereof and as of the applicable Closing, as follows; provided, that Parent and Purchaser shall not make any representation or warranty to GECC or Seller (a) set forth in Section 4.3, Section 4.6, Section 4.7, Section 4.9, Section 4.10, Section 4.13 or Section 4.14 as of any Delayed Closing or (b) as of any Closing, with respect to any Asset not being transferred in such Closing:

Section 4.1                                   Organization.

(a)                                 Each of Parent and Purchaser is duly incorporated, validly existing and in good standing under the Laws of Delaware, with all requisite corporate power and authority required to conduct its business as presently conducted.

(b)                                 Parent and its Subsidiaries are duly qualified or licensed to transact business and are in good standing in all jurisdictions where the ownership or operation of their

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respective assets and properties or the conduct of their respective businesses requires such qualification, except where the failure to be so licensed or in good standing would not have a Parent Material Adverse Effect.

Section 4.2                                   Authorization; Enforceability.  Each of Parent and Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each applicable Ancillary Document that it is a party to and to perform its obligations hereunder and thereunder.  The execution and delivery by each of Parent and Purchaser of this Agreement and each applicable Ancillary Document that it is a party to and the performance by each of Parent and Purchaser of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action of Parent and Purchaser.  No other corporate action on the part of Parent or its stockholders and no action on the part of Purchaser or the sole member of Purchaser, is necessary to authorize the execution, delivery and performance by Parent and Purchaser of this Agreement and each applicable Ancillary Document that Parent and/or Purchaser is a party to and the consummation by Parent and Purchaser of the Transactions contemplated hereunder and thereunder.  This Agreement has been, and each applicable Ancillary Document that Parent or Purchaser will be a party to will be, duly executed and delivered by each of Parent or Purchaser, as applicable, and, assuming that this Agreement and each applicable Ancillary Document that Parent or Purchaser will be a party to has been duly authorized, executed and delivered by each of the other parties hereto and thereto, constitutes or, when executed and delivered by Parent or Purchaser, as applicable, will constitute the legal, valid and binding obligation of Parent or Purchaser, as applicable, enforceable against Parent or Purchaser, as applicable, in accordance with its terms, except to the extent that the enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies; and (ii) general principles of equity, including principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).

Section 4.3                                   Capitalization.

(a)                                 Parent is authorized to issue 500,000,000 shares of Parent Common Stock and 100,000,000 shares of Preferred Stock, par value $0.001 per share, of Parent (the “Parent Preferred Stock”).  As of the date of this Agreement, (i) 19,781,195 shares of Parent Common Stock are issued and outstanding, (ii) Parent has reserved (A) 225,000 shares of Parent Common Stock for issuance pursuant to exercise of outstanding warrants to purchase Parent Common Stock, (B) 4,132,231 shares of Parent Common Stock for issuance pursuant to the conversion of the Parent Convertible Notes in accordance with the terms thereof and (C) 4,181,929 shares of Parent Common Stock for issuance pursuant to the Parent 2011 Stock Option and Incentive Plan and (D) 103,360 shares of Parent Common Stock for issuance pursuant to awards issued under the Parent 2004 Stock Incentive Plan, (iv) 0 shares of Parent Common Stock are held in treasury by Parent and (v) no other shares of Parent Common Stock, other voting securities of Parent or shares of Parent Preferred Stock have been issued, reserved or authorized for issuance or outstanding.  All issued and outstanding shares of Parent Common Stock have been duly authorized and are validly issued, fully paid, nonassessable and not subject to preemptive rights.

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(b)                                 Except as set forth in Section 4.3(b) of the Purchaser Disclosure Schedule, as of the date of this Agreement there are no:

(i)                                     Outstanding calls, rights, commitments, agreements, arrangements or undertakings of any kind, obligating Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold Equity Interests in Parent or any such Subsidiary, or obligating Parent or such Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking;

(ii)                                  Outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Equity Interests of Parent or any of its Subsidiaries;

(iii)                               Outstanding contractual obligations of Parent or any of its Subsidiaries (A) requiring repurchase, redemption or acquisition any of, (B) granting a right of first refusal, preemptive rights, or antidilutive rights with respect to, (C) restricting the transfer of, or (D) requiring registration for sale of, the Equity Interests of Parent;

(iv)                              Outstanding contractual obligations of Parent or any of its Subsidiaries to make any material investment (in the form of a loan, capital contribution or otherwise) in any Person; or

(v)                                 Voting trusts or similar agreements to which Parent or any of its Subsidiaries is a party with respect to the voting of the capital stock of Parent or any Subsidiary of Parent.

Section 4.4                                   Compliance with Laws.

(a)                                 Except as set forth in Section 4.4(a) of the Purchaser Disclosure Schedule and as may relate to the registration of Purchaser Investment Management Entities under the Investment Advisers Act, which are covered by Section 4.8, Parent and its Subsidiaries are not in material violation of, and have not violated in any material respect, any applicable Law affecting or related to Parent or any of its Subsidiaries or any of their business, operations, assets or employees.  Except as set forth in Section 4.4(a) of the Purchaser Disclosure Schedule, no investigation or review by any Governmental Authority with respect to Parent or its Subsidiaries is pending or, to the Knowledge of Parent, threatened and no Governmental Authority has indicated an intention to conduct the same.

(b)                                 None of Parent or any of its Subsidiaries, or any of their managers, directors or officers acting for or on their behalf, or, to the Knowledge of Parent, any employee or agent of Parent or any of its Subsidiaries or any Person acting for or on their behalf, has, directly or indirectly, (i) used any funds for unlawful contributions, gifts, gratuities, entertainment or other unlawful expenses related to political activity, (ii) made any payment or offered, promised or authorized the payment of anything of value, regardless of form, whether in money, property or services, to or for the benefit of any United States or non-United States government official or employee, any official or employee of a public international organization, or any political party or candidate for political office for the purpose of influencing any act or decision of such individual or of any Governmental Authority or public international

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organization, or securing any improper advantage, in order to obtain or retain business or direct business to any Person in violation of applicable Law, (iii) made any other unlawful payment, regardless of form, whether in money, property or services, including any payment which constitutes criminal bribery under applicable Law or (iv) violated any applicable export control, money laundering or anti-terrorism Law or regulation, the United States Foreign Corrupt Practices Act of 1977 (“FCPA”),  or any other applicable anti-bribery Law or regulation, of any applicable jurisdiction, or any applicable Law of similar effect.

Section 4.5                                   Non-Contravention; Consents and Approvals.  The execution and delivery of this Agreement by each of Parent and Purchaser and the Ancillary Documents to which it is a party, the consummation by each of Parent and Purchaser of the Transactions, and the performance by each of Parent and Purchaser of its obligations hereunder and thereunder: (i) do not violate any provision of the Constituent Documents of Parent or any of its Subsidiaries; and (ii)(A) do not conflict with or violate in any material respect any applicable Law of any Governmental Authority having jurisdiction over Parent or any of its Subsidiaries or any part of the properties or assets of Parent or its Subsidiaries; (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract, including the Existing Stockholders Agreement (except to the extent waived pursuant to the Existing Stockholders Agreement Waiver); (C) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which, Parent or any of Parent’s Subsidiaries is a party or by which any of their respective properties or assets is bound; (D) do not result in the creation or imposition of any material Lien on any part of the properties or assets of Parent or any of Parent’s Subsidiaries; (E) do not violate any Order binding on Parent or any of its Subsidiaries or any part of its or their properties or assets; and (F) do not otherwise require any material Governmental Approvals or any material Third Party Consents; except, in each case, as would not have a Parent Material Adverse Effect.

Section 4.6                                   SEC Reports and Financial Statements.

(a)                                 Except as set forth in Section 4.6(a) of the Purchaser Disclosure Schedule, since December 31, 2010, Parent has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be (as have been supplemented, modified or amended since the time of filing so long as such supplement, modification or amendment has occurred prior to the date of this Agreement, collectively, the “Parent SEC Documents”).  As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Parent SEC Documents (i) did not (or with respect to Parent SEC Documents filed after the date hereof, will not) contain any untrue statement of a

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material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder.  To the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. None of Parent’s Subsidiaries is currently required to make any filings with the SEC other than the Parent Advisers in their capacities as registered investment advisors.  All of the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and its Subsidiaries included in the Parent SEC Documents (collectively, the “Parent Financial Statements”) (A) have been or will be, as the case may be, prepared from the Books and Records of Parent and its Subsidiaries, (B) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments that are not material in amount or nature and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (C) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and its Subsidiaries as of the dates and for the periods referred to therein.

(b)                                 Without limiting the generality of Section 4.6(a), except as set forth in Section 4.6(b) of the Purchaser Disclosure Schedule, (i) Deloitte & Touche LLP has not resigned or been dismissed as independent public accountant of Parent as a result of or in connection with any disagreement with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of Parent has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any form, report or schedule filed by Parent with the SEC since December 31, 2010 and (iii) no enforcement action has been initiated or, to the Knowledge of Parent, threatened against Parent by the SEC relating to disclosures contained in any Parent SEC Document.  Parent has delivered to Seller any management letters, or other formal communications, including with respect to proposed adjustments, from any of Parent’s auditors to Parent, any officer of Parent or its Board of Directors, in any case regarding (i) any significant deficiencies and material weaknesses in the design or operation of disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) or of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which have adversely affected or are reasonably likely to adversely affect the ability of Parent to record, process, summarize and report financial data, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, or (iii) any other deficiencies in the accounting system of Parent.  All Books and Records and accounts of Parent and its Subsidiaries are accurate and complete in all material respects and are maintained in all material respects in accordance with all applicable Laws.

(c)                                  Except as set forth in Section 4.6(c) of the Purchaser Disclosure Schedule, Parent has not received any complaint, allegation, assertion or claim in writing regarding a material aspect of the accounting practices, procedures, methodologies or methods of Parent’s

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internal accounting controls, including any such complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or audit practices.

(d)                                 From the filing date of Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 to the date hereof, there has not occurred any event, change, occurrence, facts or circumstance that, individually or in the aggregate with any other events, changes, occurrences or circumstances, has had or would have a Parent Material Adverse Effect.

Section 4.7                                   No Undisclosed Liabilities.  Except for (i) those Liabilities that are reflected on or reserved against Parent’s balance sheet as of March 31, 2012 (as included in Parent’s quarterly report on Form 10-Q for the quarter ended March 31, 2012), and (ii) those Liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2012, and that are not in each case, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole, Parent and its Subsidiaries do not have any Liabilities of any kind or nature whatsoever, whether known or unknown, accrued, contingent, absolute, determined, or determinable, or whether otherwise due or to become due, and, to the Knowledge of Parent, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a Liability. Except as set forth in Section 4.7 of the Purchaser Disclosure Schedule, the Parent SEC Documents and the Parent Financial Statements, neither Parent nor any of its Subsidiaries is liable for any Indebtedness for borrowed money.

Section 4.8                                   Regulatory Compliance.

(a)                                 None of Parent or its Subsidiaries has (i) been convicted of any crime, engaged in any conduct or is otherwise subject to any disqualification that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or be required to be disclosed on Form ADV, (ii) been involved in any Legal Proceeding or is or was subject to any Order that is required to be disclosed on a Form ADV or (iii) been subject to disqualification to serve as a broker-dealer under Section 3(a)(39) or Section 15 of the Exchange Act.  There is no material Legal Proceeding pending or, to the Knowledge of Parent, threatened that would reasonably be expected to become the basis for any such disqualification, denial, suspension or revocation.  Parent has delivered a copy of any exemptive Order issued by the SEC or its staff prior to the date of this Agreement in respect of any such disqualification.  Purchaser has not been subject to disqualification as an investment adviser.  Parent has delivered a copy of any exemptive Order or other relief issued by the SEC in respect of any such disqualification in effect prior to the date hereof.  There is no Legal Proceeding pending or, to the Knowledge of Parent, threatened that would reasonably be expected to become the basis for any such disqualification.  To the Knowledge of Parent, none of Parent or its Subsidiaries is subject to any disqualification under any applicable Law precluding the operation of its business as currently conducted.

(b)                                 Purchaser is registered as an investment adviser under the Investment Advisers Act and has made notice filings for each jurisdiction listed in Section 4.8(b) of the Purchaser Disclosure Schedule, which jurisdictions are the only jurisdictions wherein such Person is required to make any such filing.

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(c)                                  Purchaser has filed a Form ADV with the SEC in accordance with the Investment Advisers Act, which Form ADV complies with the requirements of the Investment Advisers Act.  Purchaser has heretofore delivered true and correct copies of the Form ADV, as amended or supplemented.  Purchaser and each of its investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Investment Advisers Act) has, and until the time of the applicable Closing will have, all Governmental Approvals required in order for it to lawfully conduct the Investment Management Services in respect of the CLO Issuers in the manner currently conducted, and all such Governmental Approvals are in full force and effect and are being complied with in all material respects.  None of Purchaser or, in connection with their service to Purchaser, any of its respective directors, officers or employees is registered or required to be registered as a broker or dealer, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a transfer agent, a registered representative or associated Person of an investment adviser, a counseling officer, an insurance agent or a sales person with the SEC, the CFTC, the NFA, the FINRA, the securities commission of any state or any other self-regulatory body and each such Person set forth on Section 4.8(c) of the Purchaser Disclosure Schedule is duly registered as required by Law.  None of Purchaser, or, in connection with their service to Purchaser, any of its directors, officers or employees, during the preceding ten (10) years, has been convicted of any crime, or is or has been the subject of a denial, suspension or revocation of registration with the CFTC or the NFA as a “commodity pool operator” or “commodity trading advisor” (as such term is defined in the Commodity Exchange Act).

(d)                                 Purchaser is not an investment company under the Investment Company Act.

(e)                                  Purchaser has adopted a written compliance program regarding its satisfaction of the requirements of Rule 206(4)-7 under the Investment Advisers Act.  To the Knowledge of Parent, there have been no material violations or allegations of material violations of such compliance program.

Section 4.9                                   Litigation.  Except as set forth in Section 4.9 of the Purchaser Disclosure Schedule, (a) there is no material Legal Proceeding pending nor, to the Knowledge of Parent, threatened against Parent or its Subsidiaries before any Governmental Authority, (b) none of Parent or its Subsidiaries is a party to or is subject to any Order or other arrangement with any Governmental Authority and none of Parent or its Subsidiaries has been notified by any Governmental Authority to the effect that such Governmental Authority is contemplating issuing or requesting any such Order or other arrangement, and (c) none of Parent or its Subsidiaries is in default under, or has failed to comply with, any material Order applicable to it.

Section 4.10                            Issuance of Parent Common Stock and Warrant.  The Parent Common Stock to be issued to GECEII as the Stock Consideration has been duly authorized by Parent and, when issued and delivered by Parent in the manner contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free from all Liens other than those restraints under the Investment Agreement, the Second Amended and Restated Registration Rights Agreement and any applicable securities Laws.  At the Initial Closing, the Warrant Shares will be duly reserved for issuance and, when issued and delivered by Parent in the manner contemplated by the Warrant, will be validly issued, fully paid and non-assessable, free from and Liens other than

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those restraints under the Investment Agreement, the Second Amended and Restated Registration Rights Agreement and applicable securities Laws.

Section 4.11                            Brokers.  Except for Berkshire Capital, (i) no broker, finder, agent or similar intermediary is acting, or has acted, for, or on behalf of, Parent or any of its Subsidiaries in connection with this Agreement or the Transactions contemplated hereby and (ii) no broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement, arrangement or understanding with Parent or any of its Subsidiaries or any action taken by Parent or any of its Subsidiaries.

Section 4.12                            Independent Investigation.  Each of Parent and Purchaser hereby acknowledges and affirms that it has conducted and completed its own investigation, analysis and evaluation of the Assets, that it has made all such reviews and inspections of the financial condition, business, results of operations, properties, assets and prospects of the Assets, as it has deemed necessary or appropriate, that it has had the opportunity to request all information it has deemed relevant to the foregoing from GECC and Seller, and that in making its decision to enter into this Agreement and to consummate the Transactions contemplated hereby it has relied solely on its own investigation, analysis and evaluation of the Assets and is not relying in any way on any representations and warranties, including any implied warranties, made by GECC or Seller, or on behalf of GECC or Seller, by any other Person other than the representations and warranties made expressly by GECC and Seller in this Agreement.

Section 4.13                            Registration Rights; Voting Rights.

(a)                                 Except as provided in the Amended and Restated Registration Rights Agreement of Parent in effect as of the date hereof, Parent has not granted or agreed to grant, and is not under any obligation to provide, any rights to register under the Securities Act any of its currently outstanding securities or any of its securities that may be issued subsequently.

(b)                                 Except as provided in the Existing Stockholders Agreement, to the Knowledge of Parent, no stockholder of Parent has entered into any agreement with respect to the voting of the Equity Interests of Parent.

Section 4.14                            Taxes.  With respect to Parent and Purchaser, all material Taxes due and payable, whether or not shown or required to be shown on any Tax Returns, have been paid or will be timely paid and no such Taxes are delinquent, except to the extent any such taxes are being contested in good faith by appropriate proceedings.  No deficiency for any material amount of Tax has been asserted or assessed by a Governmental Authority against Parent or any of its Affiliates and there is no audit or other proceeding threatened or currently in progress which could give rise to a material amount of Taxes.

ARTICLE 5
COVENANTS AND AGREEMENTS

Section 5.1                                   Conduct of the Business.

(a)                                 From the date of this Agreement until the earliest to occur of (x) the date all of the Assets are Transferred Assets, (y) the date on which the Agreement is terminated in

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accordance with its terms and (z) the End Date, except as otherwise expressly contemplated in this Agreement or the Ancillary Documents, without the prior written Consent of Parent (which Consent shall not be unreasonably withheld, conditioned or delayed), Seller shall (i) perform its obligations under the CLO Management Agreements and the CLO Collateral Administration Agreements in the ordinary course of business consistent with past practice and applicable Laws and (ii) use commercially reasonable efforts to maintain and preserve intact the Assets; provided, that following any Closing, this Section 5.1(a) shall only apply to any Retained Asset(s).

(b)                                 Without limiting Section 5.1(a), from the date of this Agreement until the earliest to occur of (x) the date all of the Assets are Transferred Assets, (y) the date on which the Agreement is terminated in accordance with its terms and (z) the End Date, except as otherwise expressly contemplated in this Agreement or the Ancillary Documents, without the prior written Consent of Purchaser, Seller shall not; provided, that following any Closing, this Section 5.1(b) shall only apply to any Retained Asset(s):

(i)                                     permit any Lien to be placed on any Asset;

(ii)                                  transfer, sell, lease, license, surrender, divert, cancel, abandon or allow to lapse or expire or otherwise dispose of any of the Assets;

(iii)                               waive, reduce or defer any fee payable under any CLO Management Agreement or CLO Collateral Administration Agreement;

(iv)                              consent to any amendment or supplement to any CLO Issuer Document;

(v)                                 cancel, terminate, amend or enter into, or assign or waive any material rights or claims under, any CLO Management Agreement;

(vi)                              merge or consolidate with or into another Person or enter into any joint venture or partnership agreement or similar Contract relating to the Assets;

(vii)                           settle or compromise or commit to settle or compromise any Legal Proceeding in any manner that is adverse to any Asset; or

(viii)                        authorize, agree or commit to do any of the foregoing.

(c)                                  From the date of this Agreement until the earliest to occur of (x) the date all of the Assets are Transferred Assets, (y) the date on which the Agreement is terminated in accordance with its terms and (z) the End Date, except as otherwise prohibited under applicable Law or expressly prohibited under the CLO Management Agreements, Seller agrees to keep Parent reasonably informed of any material developments and information relating to the CLO Issuers, including providing copies of any trustee reports and written communications with any CLO Investor, CLO Trustee, CLO Issuer or ratings agency, consulting with Parent with respect to material decisions relating to the CLO Management Agreements and/or the CLO Issuers, and providing commercially reasonable assistance to Parent in obtaining access to any website maintained by any CLO Trustee with respect to the CLO Issuer(s); provided, that following any

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Closing, this Section 5.1(c) shall only apply to information or access relating to any Retained Asset(s).

Section 5.2                                   Access to Information.  Between the date of this Agreement and the earliest to occur of (x) the date all of the Assets are Transferred Assets, (y) the date on which the Agreement is terminated in accordance with its terms and (z) the End Date, Seller shall make available to Parent and its representatives copies of all notices and reports under any CLO Management Agreement or CLO Issuer Document and afford to Parent and its professional advisors reasonable access during normal business hours and upon reasonable prior notice to all of the properties, personnel, Books and Records of the CLO Issuers that are in the possession of Seller and shall promptly Deliver or make available to Parent and its representatives information concerning the Assets as Parent or its representatives may from time to time reasonably request; provided, that Parent and its representatives shall not have any access to any document or information which is covered by attorney-client privilege; provided, that following any Closing, this Section 5.2 shall only apply to any Retained Asset(s) and the related CLO Issuers.  If any material is withheld pursuant to the preceding sentence, Seller shall inform Parent in reasonable detail as to the nature of what is being withheld.  All information disclosed pursuant to this Section 5.2 shall be subject to the Confidentiality Agreement.

Section 5.3                                   Publicity, GE Names and ▇▇ ▇▇▇▇▇.

(a)                                 Prior to the Initial Closing Date, except as may be required by Law (including the rules and regulations promulgated by the SEC or NASDAQ), the Parties agree that no public release or announcement by GECC, Seller, Purchaser or Parent concerning this Agreement or the Transactions shall be made without advance approval thereof by Seller and Purchaser, which approval shall not be unreasonably withheld, delayed or conditioned.  If any such public announcement is required by Law to be made by any Party, prior to making such announcement, such Party will Deliver a draft of such announcement to each other Party, and shall give each other Party reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by any such other Party.

(b)                                 Parent, for itself and its Subsidiaries, acknowledges and agrees that none of Parent or any Subsidiary of Parent shall have any rights in the GE Name and ▇▇ ▇▇▇▇▇ and none of Parent or any Subsidiary of Parent shall use or contest the ownership or validity of any rights of GECC or any of its Affiliates in or to any of the GE Name and ▇▇ ▇▇▇▇▇. To the extent that (i) Parent is required to refer to the GE Name and ▇▇ ▇▇▇▇▇ in any registration statement, prospectus, form, report, definitive proxy statement, schedule, statement and document required to be filed or furnished by it under the Exchange Act, or (ii) any Subsidiary of Parent is required to refer to the GE Name and ▇▇ ▇▇▇▇▇ in any filing with the SEC in its capacity as a registered investment adviser, in each case, Parent will deliver, or cause the applicable Subsidiary to deliver, as applicable, a draft of such document to GECC and shall give GECC reasonable opportunity to comment thereon and use good faith efforts to consider any reasonable and timely comments provided by GECC; provided, that Parent may include in any such filing information in substantially the same form as information previously filed for which (x) GECC or such applicable Subsidiary has been provided a reasonable opportunity to comment and (y) Parent has considered any reasonable and timely comments provided by GECC. Any other reference by Parent or any Subsidiary of Parent to the GE Name and ▇▇ ▇▇▇▇▇ in any public document

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(including any document filed with or furnished to any Governmental Authority, or any marketing materials of Parent and/or its Subsidiaries) shall be subject to the prior written consent of GECC.

(c)                                  Following the Initial Closing, each of Parent and any of its Affiliates shall have the irrevocable right to use the name “Navigator” in connection with its business and there shall be no restrictions on such use pursuant to this Section 5.3 or otherwise.

Section 5.4                                   Notice of Events.  Between the date of this Agreement and the earlier of (x) the date all of the Assets are Transferred Assets, (y) the date on which the Agreement is terminated in accordance with its terms and (z) the End Date,  Seller shall give prompt notice to Purchaser and Purchaser shall give prompt notice to Seller, as applicable, of: (a) any fact, event or circumstance to the Knowledge of Seller or to the Knowledge of Parent, as applicable, that would cause, or reasonably be expected to cause, the failure of any conditions precedent to its obligations as specified in Article 6 to be satisfied so as to permit the consummation of (A) the Transactions prior to the End Date or (B) a Delayed Closing by the End Date, (b) any fact, event or circumstance that, (i) to the Knowledge of Seller would, individually or in the aggregate, have a Seller Material Adverse Effect, or to the knowledge of Parent would, individually or in the aggregate, have a Parent Material Adverse Effect (ii) to the Knowledge of Seller or to the Knowledge of Parent, as applicable, would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of the applicable Party herein, or (iii) would cause, or reasonably be expected to cause or constitute, a breach in any material respect of any covenant or other agreement to be performed or complied with by the applicable Party hereunder, (c) the receipt of any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with the Transactions, and (d) any Legal Proceedings commenced or, to the Knowledge of Seller or to the Knowledge of Parent, as applicable, threatened, relating to or involving or otherwise affecting an applicable Party that, if pending on the date of this Agreement, would have been required to have been disclosed by the applicable Party hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.4 shall not limit or otherwise affect the remedies available hereunder to any Party; provided, that after the Initial Closing, all Transferred Assets shall be disregarded for making any of the foregoing determinations pursuant to this Section 5.4.

Section 5.5                                   Commercially Reasonable Efforts; Filings and Authorizations.

(a)                                 Each of GECC, Seller, Purchaser and Parent shall use commercially reasonable efforts to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable to cause the conditions set forth in Article 6 to be satisfied and to consummate and make effective the Transactions contemplated hereby.

(b)                                 Each of GECC and Parent shall cooperate with each other and use commercially reasonable efforts to (i) as soon as practicable after the date hereof, (A) file such applications, notices, petitions, registrations and requests as may be required or advisable to be filed by it with any Governmental Authority in order to consummate the Transactions contemplated hereby, (B) use commercially reasonable efforts to obtain Governmental Approvals of all such Governmental Authorities referred to in the preceding clause (A), and (C) use commercially reasonable efforts to satisfy all conditions, undertakings and requirements

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as may be necessary or appropriate to obtain all such Governmental Approvals or as may be set forth therein, (ii) furnish the other Parties with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given), notices, correspondence and communications (A) prepared by or on behalf of such Party for submission to any Governmental Authority and (B) received by or on behalf of such Party from any Governmental Authority, in each case in connection with the Transactions contemplated hereby and (iii) use its commercially reasonable efforts to consult with and keep the other Parties hereto informed as to the status of such matters; provided, that neither GECC nor Seller shall agree orally or in writing to any concessions relating to the Assets or the Assumed Liabilities, or to any loss of rights relating to the Assets or to any expansion of the Assumed Liabilities (whether to have effect prior to or after the applicable Closing), in connection with obtaining any Governmental Approval, without first obtaining the prior written Consent of Purchaser.  To the extent that any application, notice, registration or request so filed by any Party contains any significant information relating to the other Parties or any of their Affiliates, prior to submitting such application, notice, registration or request to any Governmental Authority, such Party will permit the other Parties to review such information and will consider in good faith the suggestions of such other Parties with respect thereto.  Nothing in this Agreement shall be deemed to require Parent, Purchaser or any of their respective Affiliates to agree to, or proffer to, divest, license or hold separate any rights or other assets or any portion of any business of Parent, Purchaser or any of their respective Affiliates.

(c)                                  Each of GECC and Parent shall use its commercially reasonable efforts to cooperate with the other Parties in the preparation and filing of any applications, notices, registrations and responses to requests for additional information from Governmental Authorities in connection with the Transactions contemplated hereby, including providing such information as may be reasonably necessary for inclusion in such applications, notices, registrations and responses.

Section 5.6                                   Consents.

(a)                                 As promptly as practicable following the date hereof but in no event beginning later than fifteen (15) days after the date hereof, Seller shall commence taking the applicable steps to obtain Consents required under the CLO Management Agreements and the CLO Collateral Administration Agreements in order for Seller to assign the Assets to Purchaser (such Consents, in the percentages required under the CLO Management Agreements in the case of Consents other than the rating agency confirmations and the consent of any CLO Issuer, the “Seller Consents”), it being understood that Seller Consents could include negative consents to the extent not prohibited by applicable Law and the applicable CLO Management Agreement.  Parent shall cooperate with and assist Seller in connection with the foregoing.

(b)                                 In connection with obtaining the Seller Consents, at all times prior to the applicable Closing, Seller shall take reasonable steps to keep Purchaser informed of the status of obtaining such Seller Consents and, upon Purchaser’s request, furnish to Purchaser copies of any executed Seller Consents and any materials distributed to or received from the third parties whose Consents are being sought relating to the Seller Consent process. Purchaser shall be provided a reasonable opportunity to review and comment upon all Consent materials to be used by Seller prior to distribution.  Seller shall give favorable consideration to all of Purchaser’s

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reasonable comments to such materials that are timely delivered.  Seller shall promptly upon their receipt furnish to Purchaser copies of any and all substantive correspondence between Seller and the third parties whose Consents are being sought or representatives or counsel of such Person relating to the Consent solicitation provided for in this Section 5.6.

(c)                                  In the event that (i) one or more Seller Consents cannot be obtained prior to the Initial Closing Date, and if the result thereof is that the transfer of an Asset would constitute a breach or other contravention of any CLO Management Agreements, and (ii) the condition set forth in Section 6.1(g) is otherwise capable of being fulfilled, then, the Assets for which such Seller Consents have not been obtained (the “Retained Assets”) and any Delayed Closing Assumed Liabilities shall be held back from the Assets to be transferred and conveyed to Purchaser and Assumed Liabilities to be assumed by Purchaser at the Initial Closing unless and until a Delayed Closing (as defined below) occurs with respect to such Retained Assets and Delayed Closing Assumed Liabilities.  Any such Retained Assets shall be conveyed to Purchaser, and Purchaser shall deliver the applicable Delayed Closing Cash Consideration of such Retained Assets and assume the applicable Delayed Closing Assumed Liabilities pursuant to Section 2.3(b), at one or more delayed closings (each, a “Delayed Closing”) in accordance with Section 2.4(b) following the receipt of the Seller Consent relating to such Retained Assets and from and after such Delayed Closing, such Assets shall cease to be Retained Assets and shall become Transferred Assets for all purposes hereunder.  Any Delayed Closing shall occur on or prior to the End Date.

(d)                                 Neither Party shall be required to make any payments to obtain any Seller Consents, including any payments to any CLO Investor in connection with such CLO Investor providing its consent to the assignment of the applicable Assets.  In the event that a Seller Consent cannot be obtained, and as a result a Delayed Closing with respect thereto could not be effected prior to the End Date, then the affected Asset shall be eliminated from the definition of “Assets” for all purposes under this Agreement and no Cash Consideration shall be payable by Purchaser with respect thereto.

Section 5.7                                   Recommendations.  Seller shall recommend the Transactions to the trustees of the CLO Issuers and shall assist Parent and Purchaser in connection with obtaining the requisite approvals of such trustees to the Transactions.

Section 5.8                                   Listing.  Prior to the Initial Closing, Parent shall file with NASDAQ a Notification Form for Listing of Additional Shares with respect to the Transaction Shares to be issued in connection with the Initial Closing.  Parent shall pay all fees and expenses in connection with satisfying its obligations under this Section 5.8.

Section 5.9                                   Further Assurances.  From and after the applicable Closing, each Party shall cooperate with the others, and execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all such other instruments, including instruments of conveyance, assignment and transfer, and take all such other actions as such Party may reasonably be requested to take by the other Parties from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and the consummation of the Transactions contemplated hereby.

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Section 5.10                            Confidentiality.  GECC and Seller will hold, and will cause their respective officers, directors, employees, stockholders, accountants, counsel, consultants, advisors, agents and other Affiliates to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all confidential documents and information concerning the Transactions or Transferred Assets, except to the extent that such information can be shown to have been (i) in the public domain through no fault of GECC or Seller or any of their respective Affiliates or (ii) lawfully acquired following the applicable Closing by such Person from a third party, without such source being in breach of an applicable confidentiality agreement; provided that GECC and Seller may disclose such information to their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the Transactions so long as such Persons are informed by GECC or Seller, as applicable, of the confidential nature of such information and are directed by GECC or Seller, as applicable, to treat such information confidentially in accordance with this Agreement.

Section 5.11                            Tax Cooperation; Transfer Taxes; Tax Treatment.

(a)                                 Seller and its Affiliates shall provide Parent such cooperation and information as Parent may reasonably request in connection with any Tax Return filing or Tax withholding and reporting requirements relating to the Transferred Assets following the applicable Closing.

(b)                                 Seller and Purchaser shall each be liable for fifty percent of all sales, use, transfer, stamp, recording, registration, documentary, filing, real property transfer and similar taxes, fees or charges (together with any interest, penalties or additions in respect thereof), if any, imposed by any Governmental Authority in respect of the Assets that become payable in connection with the transactions contemplated by this Agreement.

(c)                                  Purchaser and Seller agree to treat the Asset Sale as a taxable asset purchase.

Section 5.12                            Restricted Activities.  During the Referral Period, GECC shall cause BLG not to provide Covered Investment Advisory Services to any Prospective Client (as defined in the Referral Agreement), unless Parent declines the Referral (as defined in the Referral Agreement) with respect to such Prospective Client in accordance with the terms of the Referral Agreement. Notwithstanding the foregoing, and without implicitly agreeing that the following activities would be subject to the provisions in the preceding sentence, nothing in this Agreement shall preclude, prohibit, or restrict GECC or any of its Affiliates or Subsidiaries from engaging in any manner in any Existing Business Activities or Non-BLG Business Activities.

Section 5.13                            Non-Solicitation.  Without the prior written consent of Parent, during the Referral Period, GECC agrees that the employees directly associated with BLG (any such employee, a “BLG Employee”) shall not, directly, or indirectly solicit for employment or any similar arrangement or hire any officer or employee of Parent or Purchaser with whom such BLG Employee comes into contact as a result of dealings related to the transactions contemplated by this Agreement; provided, however, that this Section 5.13 shall not prohibit the solicitation or hiring of a person (a) whose employment with Parent or Purchaser, as applicable, has been terminated more than six (6) months prior to the date of solicitation or hiring of such

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person, or (b) who responds to general solicitations of employment through advertisements or other means not targeted specifically to employees of Parent or Purchaser.

Section 5.14                            Managed Accounts.  As promptly as practicable following the Initial Closing, and in any event, within six (6) months after the Initial Closing Date, Seller shall terminate its existing advisory services with respect to the Managed Accounts, after which neither Seller nor BLG shall, directly or indirectly, provide Investment Management Services to any Managed Account (whether or not for a fee) during the Referral Period.

Section 5.15                            Portfolio and Control Administration Systems and Activities.  For sixty (60) days following the last Closing, Seller shall, and shall cause any applicable Affiliates of Seller to, maintain and reconcile with Parent and its Affiliates the portfolio and control administration systems (including Wall Street Office) and portfolio and control administration activities used in connection with the provision by Seller of advisory and administrative services to the CLO Issuers in the ordinary course of business consistent with past practice prior to the Initial Closing.  Each Party shall be responsible for its and its Affiliates costs and expenses associated with this Section 5.15; provided, that Seller shall be responsible for any costs associated with maintaining Wall Street Office during such time period.

ARTICLE 6
CONDITIONS TO EACH CLOSING

Section 6.1                                   Conditions to Obligation of Parent and Purchaser.  The obligations of each of Parent and Purchaser under this Agreement to consummate the Transactions on the applicable Closing Date shall be subject to the satisfaction, at or prior to such Closing Date, of the following conditions, any one or more of which may be waived by Parent, except the conditions set forth in Section 6.1(k) and Section 6.1(l) shall not be applicable to any Delayed Closing:

(a)                                 No Injunctions or Restraints; Illegality.  No Order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of Transactions shall be in effect.  No Law shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal consummation of the Transactions.

(b)                                 Governmental Approvals.  All Governmental Approvals necessary for the consummation of the Transactions shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired.

(c)                                  Representations and Warranties Accurate.  The representations and warranties of GECC and Seller set forth in Article 3 applicable to such Closing that are qualified as to materiality (including in the definition of Seller Material Adverse Effect) and Section 3.1 and Section 3.2 shall be true and correct, and the representations and warranties of GECC and Seller set forth in Article 3 applicable to such Closing that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of such Closing Date as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date.

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(d)                                 Performance.  GECC and Seller shall have performed and complied in all material respects with all covenants and other agreements required by this Agreement and the Ancillary Documents to which it is a party to be performed and complied with by it prior to or on such Closing Date.

(e)                                  No Seller Material Adverse Effect.  From the date of this Agreement to the Initial Closing Date, no Seller Material Adverse Effect shall have occurred.

(f)                                   CLO Issuers.  Neither Seller nor any of its Affiliates shall have received notice from any CLO Issuer, CLO Investor or other party to any CLO Issuer Operative Document relating to the applicable Assets that it will cause or is contemplating causing, either individually or collectively with others, a redemption of any securities issued by such CLO Issuer or termination of any such CLO Management Agreement, except in each case, as would not have a Seller Material Adverse Effect.

(g)                                  Consents.  (i) With respect to the Initial Closing, Seller shall have obtained, prior to the Initial Closing, Seller Consents with respect to Assets with an Allocated Cash Value that represents at least 66 2/3% of the Cash Amount or (ii) with respect to any Delayed Closing, Seller shall have obtained, prior to such Delayed Closing, the applicable Seller Consents.

(h)                                 FIRPTA Certificate.  Seller shall have provided to Parent a FIRPTA certificate which meets the requirements of Section 1445 of the Code and the Treasury Regulations thereunder and certifies that Seller is not a foreign Person for purposes of Section 1445 of the Code.

(i)                                     Certain Documents.  Parent shall have received a copy of the Assignment and Assumption Agreement relating to the Assets to be transferred to, and Assumed Liabilities to be assumed by, Purchaser at such Closing and, with respect to the Initial Closing, each other Ancillary Document, duly executed by GECC, Seller or the Affiliate of GECC party thereto.

(j)                                    Officer’s Certificate.  Parent shall have received a certificate executed by a duly authorized executive officer of Seller on behalf of Seller dated as of the applicable Closing Date, to the effect that the conditions set forth in Section 6.1(c), Section 6.1(d), Section 6.1(e), Section 6.1(f) and Section 6.1(g) have been satisfied as to Seller.

(k)                                 Secretary’s Certificate.  Parent shall have received true, correct and complete copies of (i) the Seller’s Constituent Documents and (ii) resolutions of the sole Director of Seller and sole member of Seller authorizing the execution, Delivery and performance of this Agreement and the consummation of the Transactions, certified as correct and complete as of the Initial Closing Date by the Secretary of Seller.

(l)                                     Commercial Council.  A commercial council shall have been formed pursuant to, and in accordance with, a Commercial Council Charter in substantially the form agreed to by Parent and Seller as of the date hereof and each of the Persons set forth in such Commercial Council Charter shall have been appointed to serve on such council.

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(m)                             Legal Opinion.  To the extent a legal opinion is delivered to any CLO Trustee in connection with obtaining the Seller Consent for the transfer of the applicable Asset at such Closing, Seller shall have Delivered to Parent a copy of such legal opinion.

Section 6.2                                   Conditions to Obligation of GECC and Seller.  The obligations of each of GECC and Seller under this Agreement to consummate the Transactions on the applicable Closing Date shall be subject to the satisfaction, at or prior to such Closing Date, of the following conditions, any one or more of which may be waived by GECC, except the conditions set forth in Section 6.2(h), Section 6.2(i), Section 6.2(j) and Section 6.2(k) (and the related certification in Section 6.2(g)) shall not be applicable to any Delayed Closing:

(a)                                 No Injunctions or Restraints; Illegality.  No Order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect.  No Law shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or makes illegal consummation of the Transactions.

(b)                                 Governmental Approvals.  All Governmental Approvals necessary for the consummation of the Transactions shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired.

(c)                                  Representations and Warranties Accurate.  The representations and warranties of Parent and Purchaser set forth in Article 4 applicable to such Closing that are qualified as to materiality (including in the definition of Parent Material Adverse Effect) and Section 4.1, Section 4.2, Section 4.4 and, only with respect to the Initial Closing, Section 4.10 shall be true and correct, and the representations and warranties of Parent and Purchaser set forth in Article 4 applicable to such Closing that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of such Closing Date as though made at such time, except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date.

(d)                                 Performance.  Each of Parent and Purchaser shall have performed and complied in all material respects with all covenants and other agreements required by this Agreement and the Ancillary Documents to which it is a party to be performed and complied with by it prior to or on the applicable Closing Date.

(e)                                  Waivers.  The Dilution Waiver and the Existing Stockholders Agreement Waiver shall be in full force and effect.

(f)                                   Certain Documents.  GECC shall have received a copy of the Assignment and Assumption Agreement relating to the Assets to be transferred to, and Assumed Liabilities to be assumed by, Purchaser at such Closing and, with respect to the Initial Closing, each other Ancillary Documents, duly executed by Purchaser or the Affiliate of Purchaser party thereto.

(g)                                  Officer’s Certificate.  GECC shall have received a certificate executed by a duly authorized executive officer of Parent on behalf of Parent and Purchaser dated as of the applicable Closing Date, to the effect that the conditions set forth in Section 6.2(c), Section 6.2(d), Section 6.2(i) and Section 6.2(k) have been satisfied.

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(h)                                 Secretary’s Certificate.  GECC shall have received true, correct and complete copies of (i) each of Parent’s and Purchaser’s Constituent Documents and (ii) resolutions of the Board of Directors of Parent and of the sole member of Purchaser authorizing the execution, Delivery and performance of this Agreement and the consummation of the Transactions, certified as correct and complete as of the Initial Closing Date by the Secretary of Parent and the Secretary of Purchaser, respectively.

(i)                                     Listing of Shares.  Parent shall have received notification from the NASDAQ that the review process with respect to the Notification Form for Listing of Additional Shares with respect to the Transaction Shares to be issued upon the consummation of the Initial Closing has been completed.

(j)                                    State Securities Laws.  Parent shall have obtained all necessary permits and qualifications, if any, or secured an exemption therefrom, required by the state securities Laws prior to the issuance of the Stock Consideration and Warrant Shares, and such authorization, approval, permit or qualification shall be effective at the Initial Closing.

(k)                                 No Parent Material Adverse Effect.  From the date of this Agreement to the Initial Closing Date, no Parent Material Adverse Effect shall have occurred.

ARTICLE 7
SURVIVAL; INDEMNIFICATION

Section 7.1                                   Survival of Representations and Warranties and Covenants.  All representations, warranties, covenants and obligations contained in this Agreement or in any certificate Delivered pursuant to this Agreement shall survive and continue in full force and effect following the Closings; provided, that any covenant that contemplates a shorter survival time in such covenant shall survive in full force and effect until the end of such shorter period; provided, further, that, the representations and warranties (other than the Fundamental Representations) shall only survive and continue in full force and effect until December 31, 2013; provided, that the representations and warranties (other than the Fundamental Representations) relating to any Delayed Closing Assets or Delayed Closing Liabilities shall survive and continue in full force and effect until the later of December 31, 2013 and 12 months following the applicable Delayed Closing.  Notwithstanding anything herein to the contrary, with respect to any claim for Losses for which an Indemnifying Party has delivered notice to the Indemnifying Party prior to the expiration of the applicable representation, warranty or covenant, such representation, warranty or covenant, as the case may be, shall survive as to such claim until the final resolution of such claim.

Section 7.2                                   Indemnification.

(a)                                 Subject to this Article 7, from and after the Initial Closing, each of Seller and GECC hereby agrees to jointly and severally indemnify and hold Parent, Purchaser, and their respective directors, officers, employees, Affiliates, stockholders, members, agents, attorneys, representatives, successors and assigns (collectively, the “Parent Indemnified Parties”) harmless from and against, and pay to the applicable Parent Indemnified Parties the amount of, any and all

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Losses suffered or incurred by any such Parent Indemnified Parties arising from, relating to or otherwise in connection with:

(i)                                     any breach of or inaccuracy in any representation or warranty of GECC or Seller contained in this Agreement or in any of the certificates furnished by GECC or Seller pursuant to this Agreement, without giving effect to any materiality threshold or qualifier contained therein (including in the definition of Seller Material Adverse Effect) when determining the amount of Losses (but, for the avoidance of doubt, such qualifiers shall be given full force and effect when determining whether any breach or inaccuracy has occurred or when otherwise determining whether a claim may be brought hereunder);

(ii)                                  any breach of or failure to perform any covenant or agreement of Seller or GECC contained in this Agreement required to be performed or complied with after the Initial Closing; and

(iii)                               any Retained Liability.

(b)                                 Subject to this Article 7, from and after the Initial Closing, Parent and Purchaser hereby agree to indemnify and hold GECC, Seller and their respective directors, officers, employees, Affiliates, stockholders, members, agents, attorneys, representatives, successors and assigns (collectively, the “GECC Indemnified Parties”) harmless from and against, and pay to the applicable GECC Indemnified Parties the amount of, any and all Losses suffered or incurred by any such GECC Indemnified Parties arising from, relating to or otherwise in connection with:

(i)                                     any breach of or inaccuracy in any representation or warranty of Parent or Purchaser contained in this Agreement or in any of the certificates furnished by Parent or Purchaser pursuant to this Agreement, without giving effect to any materiality threshold or qualifier contained therein (including in the definition of Seller Material Adverse Effect) when determining the amount of Losses (but, for the avoidance of doubt, such qualifiers shall be given full force and effect when determining whether any breach or inaccuracy has occurred or when otherwise determining whether a claim may be brought hereunder);

(ii)                                  any breach of or failure to perform any covenant or agreement of Parent or Purchaser contained in this Agreement required to be performed or complied with after the Initial Closing; and

(iii)                               any Assumed Liability.

(c)                                  The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or any Closing Date, with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or agreement.  The waiver of any condition to any Closing under Article 6 based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreements, shall not affect the right to indemnification based on such representations, warranties, covenants and agreements.

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(d)                                 For Tax purposes, the parties agree to treat, to the extent permitted by Law, all payments made under any indemnity provisions contained in this Agreement as adjustments to the Purchase Price.

Section 7.3                                   Notice and Defense of Claims.

(a)                                  In order for a GECC Indemnified Party or Parent Indemnified Party (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) to be entitled to seek any indemnification provided for under this Agreement, such Indemnified Party shall give notice (which shall describe in reasonable detail the basis of the claim for indemnification) to the indemnifying party pursuant to Section 7.2 (the “Indemnifying Party”) as promptly as practicable and in any event within twenty (20) days after receiving knowledge of the occurrence of the event giving rise to such Indemnified Party’s claim for indemnification; provided, that the failure of such Indemnified Party to give notice as provided in this Section 7.3 shall not relieve the Indemnifying Party of its obligations under Section 7.2, except to the extent that the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure and the indemnification obligations are materially increased as a result of such failure.  In the event of any Legal Proceeding asserted by any Person who is not a party (or a successor to a party) to this Agreement (a “Third Party Claim”) which is or gives rise to an indemnification claim hereunder, the Indemnifying Party may elect within ten (10) Business Days following notice of a Third Party Claim to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct and control the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld, conditioned or delayed), and the Indemnified Party shall be consulted regarding, and may participate in, such defense thereof and to employ counsel separate from the counsel employed by the Indemnifying Party; provided, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim if (i) such Third Party Claim relates to or arises in connection with any criminal proceeding, indictment, allegation or investigation, (ii) such Third Party Claims seeks an injunction or equitable relief against any Indemnified Party or (iii the damages claimed in such Third Party Claim are greater than the Losses for which the Indemnifying Party is liable under this Article 7; provided, further, that if the Indemnifying Party fails to defend or if, after commencing or undertaking any such defense, the Indemnifying Party fails to prosecute or withdraws from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, and the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim.  Should the Indemnifying Party elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof.  If the Indemnifying Party chooses to defend any Third Party Claim, the other Parties shall cooperate in the defense or prosecution of such Third Party Claim.  Such cooperation shall include the retaining of and (upon the Indemnifying Party’s request) the providing to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  Regardless of whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim (i) the Indemnified Party shall Deliver to the Indemnifying Party, within five (5) Business Days after

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the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim and (ii) neither the Indemnifying Party nor the Indemnified Party shall admit any Liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written Consent of the other party, which shall not be unreasonably withheld, conditioned or delayed.  The Indemnifying Party shall not enter into any settlement of, or Consent to the entry of any judgment in connection with, any Third Party Claim without the prior written Consent of the Indemnified Party (which Consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all Liability on claims that are the subject matter of such settlement (and does not impose any non-monetary obligations or restrictions on any Indemnified Party), and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

(b)                                 The parties hereto agree that process may be served on the Indemnifying Party with respect to such Third Party Claim by service of process Delivered in the manner and to the address for such Indemnifying Party provided by Section 9.2.

Section 7.4                                   Determination of Loss Amount.

(a)                                  The amount of any Loss subject to indemnification under Section 7.2 shall be calculated net of any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment actually received by the Indemnified Party from any third party with respect thereto.

(b)                                 Notwithstanding anything herein to the contrary, neither Seller and GECC, nor Parent and Purchaser, shall have any obligation to indemnify, defend and/or hold the Parent Indemnified Parties or the GECC Indemnified Parties, respectively, pursuant to Section 7.2(a)(i) or Section 7.2(b)(i), respectively, unless and until the aggregate Loss actually incurred by such Indemnified Parties in connection with all such claims exceeds a threshold of $200,000 (the “Threshold”), in which case such Indemnifying Party, as the case may be, may then seek recovery of any claims in excess of the Threshold.

(c)                                  Notwithstanding anything herein to the contrary, (i) the aggregate amount of all Losses for which the Parent Indemnified Parties are entitled to indemnification pursuant to Section 7.2(a)(i) shall not exceed $2,000,000 (the “Cap”) and (ii) the aggregate amount of all Losses for which GECC Indemnified Parties are entitled to indemnification pursuant to Section 7.2(b)(i) shall not exceed the Cap.

(d)                                 No Indemnifying Party shall have any Liability pursuant to this Article 7 in excess of the amount of the Purchase Price (as adjusted pursuant to Section 2.5).

(e)                                  The limitations in Section 7.4(b) and (c) shall not apply to Fundamental Representations.

Section 7.5                                   Remedies Exclusive.  The Indemnified Parties understand and agree that, from and after each Closing, except with respect to claims of fraud, the indemnity provisions set forth in this Article 7 are the sole and exclusive remedies of the Indemnified Parties with respect

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to any Losses that have been or may be suffered by the Indemnified Parties in connection with this Agreement, except (i) the determination of the Interim Period Management Fees shall be governed by Section 2.5 and (ii) nothing herein shall restrict the ability of Parties to seek specific performance or injunctive relief against any other Party.  For the avoidance of doubt, nothing in this Article 7 shall limit in any way the rights any Party may have under applicable Law with respect to claims of fraud against any other Party.

Section 7.6                                   Payments.

(a)                                  Payment of any indemnification obligation pursuant to Article 7 shall be effected by wire transfer of immediately available funds to an account(s) designated by the Indemnified Party, in each case within five (5) Business Days after the determination thereof (whether by mutual agreement of Parent and GECC or by final non-appealable Order of an arbitration panel or court of competent jurisdiction).

(b)                                 Notwithstanding any provision herein to the contrary, if Seller or GECC is obligated to indemnify any Parent Indemnified Party for any indemnification claim in accordance with this Article 7, the Parent Indemnified Parties may set-off the amount of Losses with respect to such claim against any amounts payable by Parent or its Subsidiaries to GECC, Seller or their respective Affiliates (or their respective successors or assigns) under this Agreement as the same becomes due.  If a Parent Indemnified Party intends to set-off any amount of such Losses, such Parent Indemnified Party will provide not less than ten (10) Business Days’ prior written notice to Seller of its intention to do so, together with a reasonably detailed explanation of the basis thereof (a “Set-Off Notice”).  If, within ten (10) Business Days of its receipt of a Set-Off Notice, GECC provides such Purchaser Indemnified Party with written notice of Seller’s dispute with such Purchaser Indemnified Party’s right to make such set-off, (i) such Parent Indemnified Party and GECC will meet in good faith to attempt to resolve their dispute and (ii) Parent may withhold the applicable set-off amount contemplated by the Set-Off Notice, and Parent shall deposit such amount in an interest bearing separate account, which does not include any other funds of Parent or any of its Subsidiaries, and Parent shall not access such set-off amount, until (and then only to the extent) such Parent Indemnified Party’s claim is finally determined in accordance with this Article 7 in such Parent Indemnified Party’s favor.

ARTICLE 8
TERMINATION OF AGREEMENT

Section 8.1                                   Termination.  This Agreement may not be terminated prior to the Initial Closing, except as follows:

(a)                                  by written Consent of Parent and GECC;

(b)                                 at the election of Parent or GECC upon prior written notice, if any one or more of the conditions set forth in Article 6 (other than those that by their nature are to be satisfied at the Initial Closing) has not been fulfilled on or before December 31, 2012; provided, that such date shall be extended to March 31, 2013 if the Initial Closing occurs prior to December 31, 2012 (as applicable, the “End Date”); provided, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to the Party seeking to terminate

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this Agreement if any failure by such Party to perform or observe the covenants and agreements of such Party set forth in this Agreement shall have proximately caused the failure of the Initial Closing to occur on or before the End Date;

(c)                                  at the election of Parent or Seller upon prior written notice, if any court of competent jurisdiction or other Governmental Authority shall have issued a final nonappealable Order or taken any other final action permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions;

(d)                                 at the election of (x) Parent, upon prior written notice, if there has been any breach of any representation or warranty, or breach of any covenant or agreement, made by GECC or Seller contained in this Agreement or (y) GECC or Seller, upon prior written notice, if there has been any breach of any representation or warranty, or breach of any covenant or agreement, made by Parent or Purchaser contained in this Agreement, in each case which breach (i) would give rise to a failure of a condition set forth in Article 6 and (ii) has not been cured by the Party in breach prior to the earlier to occur of (A) ten (10) Business Days after such Party’s receipt of written notice of such breach and (B) the End Date; provided, however, that no Party that is then in material breach of this Agreement may terminate this Agreement pursuant to this Section 8.1(d).

Section 8.2                                   Survival After Termination.  If this Agreement is terminated in accordance with Section 8.1 hereof and the Transactions are not consummated, this Agreement shall become void and of no further force and effect and each Party shall pay its own Transaction Expenses, except that (i) the provisions set forth in Article 9 and this Section 8.2 shall survive the termination of this Agreement and (ii) nothing in this Agreement shall relieve any Party from Liability from the willful and material breach of or willful and material default under any representation, warranty or covenant made by such Party or any of its Affiliates under this Agreement.

ARTICLE 9
MISCELLANEOUS

Section 9.1                                   Expenses.  Each Party hereto shall pay its own Transaction Expenses.

Section 9.2                                   Notices.  All notices, demands and other communications pertaining to this Agreement (“Notices”) shall be in writing and addressed as follows:

If to GECC or Seller:

Bank Loan Group

▇▇▇ ▇▇▇▇▇▇▇ ▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention:  ▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇
E-mail:  ▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇; ▇▇▇▇▇.▇▇▇@▇▇.▇▇▇

with copies to:

▇▇▇▇▇ & ▇▇▇▇▇ LLP

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1221 Avenue of the Americas

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention:  ▇▇▇▇ ▇▇▇▇▇
E-mail:  ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

If to Parent or Purchaser:

CIFC Corp.

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
E-mail:  ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇

with copies to:

▇▇▇▇▇▇▇ Procter LLP

▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention:  ▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇
E-mail:  ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Notices shall be deemed given (a) on the first (1st) Business Day after being sent, prepaid, by nationally recognized overnight courier that issues a receipt or other confirmation of Delivery, (b) when sent, if sent by electronic mail before 5:00 p.m. on a Business Day at the location of receipt and otherwise the next following Business Day.  Any party may change the address to which Notices under this Agreement are to be sent to it by giving written notice of a change of address in the manner provided in this Agreement for giving Notice.

Section 9.3                                   Governing Law.  This Agreement will be governed by and construed and enforced in accordance with the internal Laws of the State of New York without reference to any choice of law rules that would require the application of the Laws of any other jurisdiction.

Section 9.4                                   Consent to Jurisdiction.  Each Party to this Agreement, by its execution hereof, (a) hereby irrevocably consents and agrees that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the subject matter hereof shall be brought only in the courts of the State Courts of the State of New York, New York County or the United States District Court located in the State of New York, New York County, (b) hereby waives to the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any

48

motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or otherwise. Each Party hereby (i) consents to service of process in any such action in any manner permitted by New York Law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.2, shall constitute good and valid service of process in any such action, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Section 9.5                                   Specific Performance.  The Parties to this Agreement each acknowledge that each Party would not have an adequate remedy at law for money damages in the event that any of the covenants hereunder have not been performed in accordance with their terms, and therefore agree that each other Party hereto shall be entitled to specific enforcement of the terms hereof and any other equitable remedy to which such Party may be entitled (including the right to cause the consummation of the Transactions on the terms and subject to the conditions thereto set forth in this Agreement).  Each of the Parties hereby waives (i) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.  If any Party brings any action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by (x) the amount of time during which such action is pending, plus twenty (20) Business Days or (y) such other time period established by the court presiding over such action.

Section 9.6                                   Waiver of Jury Trial; Waiver of Consequential Damages.  Each Party hereto waives its right to a trial by jury in any judicial proceeding involving, directly or indirectly, any matters (whether sounding in tort, contract or otherwise) in any way arising out of, related to or connected with this Agreement or the Transactions contemplated hereby.  Each Party hereto waives any claim against any other Party on any theory of liability, for special, indirect, consequential, punitive or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby or the Transactions.

Section 9.7                                   Binding Effect; Persons Benefiting; Assignment.  This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.  Nothing in this Agreement is intended or shall be construed to confer upon any Person other than the Parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof.  The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties.  Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 9.11 without notice or Liability to any other Person.  In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the Knowledge of any of the Parties.  Consequently, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.  Without the prior written Consent of each of the other Parties, this Agreement may

49

not be assigned by any of the Parties and any purported assignment made without such Consent shall be null and void.

Section 9.8                                   Counterparts.  This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original and each of which shall constitute one and the same instrument.

Section 9.9                                   Entire Agreement.  This Agreement, including the Schedules, Exhibits, Annexes, certificates and lists referred to herein, any documents executed by the Parties simultaneously herewith or pursuant thereto constitute the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof (except for the Confidentiality Agreement, which shall remain in full force and effect until the earliest to occur of (x) the date all of the Assets are Transferred Assets, (y) the date on which the Agreement is terminated in accordance with its terms and (z) the End Date) and supersedes all other prior agreements and understandings, written or oral, between the Parties with respect to such subject matter.

Section 9.10                            Severability.  If any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable in any jurisdiction, (a) a substitute and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable in such jurisdiction, the intent and purpose of their invalid or unenforceable provision; and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability of such provision affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 9.11                            Amendments and Waivers.  This Agreement may not be amended, altered or modified except by written instrument executed by each of the Parties hereto.  The failure by any Party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision nor in any way to affect the validity of this Agreement or any part hereof or the right of such Party thereafter to enforce each and every such provision.  No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance.  Any waiver made by any Party hereto in connection with this Agreement shall not be valid unless agreed to in writing by such Party.

Section 9.12                            Mutual Drafting; Interpretation.  Each Party hereto has participated in the drafting of this Agreement, which each such Party acknowledges is the result of extensive negotiations between the Parties.  If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision.

[Remainder of Page Left Blank]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

Signature Page to Asset Purchase Agreement

Signature Page to Asset Purchase Agreement

Schedule 1.1

Allocated Cash Value

EXHIBIT A to the Asset Purchase Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [·], is by and between GE CAPITAL DEBT ADVISORS LLC, a limited liability company organized under the laws of the State of Delaware (“Assignor”), and CIFC Asset Management LLC, a limited liability company organized under the laws of the State of Delaware (“Assignee”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in or by reference to the Purchase Agreement (as defined below).

WHEREAS, Assignor, Assignee, General Electric Capital Corporation, a corporation formed under the laws of Delaware and the direct parent company of Assignor, and CIFC Corp., a corporation formed under the laws of the State of Delaware and the direct parent company of Assignee, have entered into that certain asset purchase agreement dated as of July     , 2012 (the “Purchase Agreement”); and

WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to assign certain rights and agreements to Assignee, and Assignee has agree to assume certain obligations of Assignee, and this Agreement is contemplated by Sections 6.1(i) and 6.2(f) of the Purchase Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.                            Assignment and Assumption.

1.1                               Assignor hereby sells, transfers, conveys, assigns and delivers to the Assignee, free and clear of any Lien, all of Assignor’s right, title and interest in and to the Management Agreement, dated as of [·] (the “200[·] Management Agreement”), by and between Assignor and Navigator CDO 200[·] Ltd., a Cayman Islands exempted company (the “Issuer”), and any rights Assignor has as Collateral Manager under the other related CLO Issuer Operative Documents, but excluding the rights held by Assignor prior to the Closing under the 200[·] Management Agreement and the other related CLO Issuer Operative Documents to the extent such documents (a) provide Assignor or any of its Affiliates continuing indemnity and exculpation rights for occurrences prior to such Closing for which Assignor or any of its Affiliates remain liable after such Closing or (b) provide for payment to Assignor or any of its Affiliates for services rendered prior to such Closing under such documents.

1.2                               Assignee hereby assumes, and hereafter agrees to satisfy or perform when due, all Liabilities of Assignor to be performed after the date hereof relating to or arising out of the 200[·] Management Agreement and all Liabilities of Assignor as Collateral Manager to be performed after the date hereof relating to or arising out of the Collateral Administration Agreement, dated as of [·], by and among Issuer, Assignor and [Collateral Administrator], which shall not include any Liabilities of Assignor to be performed under, relating to or arising out of any Retained Assets (the “Assumed Liabilities”).  For the avoidance of doubt, pursuant to this Assignment and Assumption Agreement, (a) Assignee will not assume any Liabilities of Assignor other than the Assumed Liabilities, and (b) no Taxes will be included as Assumed Liabilities.

SECTION 2.                            Governing Law.  This Assignment and Assumption Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of New York

without reference to any choice of law rules that would require the application of the Laws of any other jurisdiction.

SECTION 3.                            Construction with Purchase Agreement.  This Assignment and Assumption Agreement is delivered pursuant to and shall be subject to the provisions of Sections 9.2, 9.4, 9.5, 9.6, 9.10 and 9.12 of the Purchase Agreement, mutatis mutandis.

SECTION 4.                            Counterparts.  This Assignment and Assumption Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original and each of which shall constitute one and the same instrument.

SECTION 5.                            Amendments.  This Assignment and Assumption Agreement may be not be amended, altered or modified except by a written instrument executed by each of the parties hereto. The failure by any party hereto to enforce at any time any of the provisions of this Assignment and Assumption Agreement shall in no way be construed to be a waiver of any such provision nor in any way to affect the validity of this Assignment and Assumption Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision.  No waiver of any breach of or non-compliance with this Assignment and Assumption Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance.  Any waiver made by any party hereto in connection with this Assignment and Assumption Agreement shall not be valid unless agreed to in writing by such party.

 [signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed by their authorized officers as of the date first above written.

Assignment and Assumption Agreement (Navigator CDO 200[·], Ltd.)

EXHIBIT B to the Asset Purchase Agreement

SECOND AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

CIFC CORP.

DFR HOLDINGS, LLC

CIFC PARENT HOLDINGS LLC

AND

GE CAPITAL EQUITY INVESTMENTS, INC.

Dated as of [                  ], 2012

TABLE OF CONTENTS

2

SECOND AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [                  ], 2012, by and among CIFC Corp., a Delaware corporation (the “Company”), DFR Holdings, LLC , a Delaware limited liability company (together with its successors and assigns, “DFR Holdings”), CIFC Parent Holdings LLC, a Delaware limited liability company (together with its successors and assigns, “CIFC Parent”), and GE Capital Equity Investments, Inc., a Delaware corporation (together with its successors and assigns, “GECEII” and, collectively with DFR Holdings and CIFC Parent, the “Investors”).

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of July     , 2012 (the “Asset Purchase Agreement”), among the Company, CIFC Asset Management LLC, an affiliate of the Company (“CIFCAM”), GE Capital Debt Advisors LLC (“GECDA”), and General Electric Capital Corporation, the Company issued to GECEII 1,000,000 shares (the “GECEII Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), and a warrant (the “Warrant”) to purchase up to 2,000,000 shares of Common Stock or (if exercised by the Initial Holder (as defined in the Warrant)) Preferred Stock (as defined in the Warrant) (the shares issuable upon the exercise of the Warrant, and any other securities issued in respect thereof or into which such shares or other securities shall be converted or exchanged in connection with stock splits, reverse stock splits, stock dividends or distributions, combinations or any other recapitalizations after the date of the Investment Agreement (as defined below), the “Warrant Shares”);

WHEREAS, as of the date hereof, DFR Holdings owns (i) [4,545,455] shares of Common Stock (the “DFR Holdings Shares”) and (ii) Senior Subordinated Convertible Notes in the original principal amount of twenty-five million dollars ($25,000,000) and due December 9, 2017 (the “Convertible Notes”), which are convertible into shares of Common Stock (the “Conversion Shares”);

WHEREAS, as of the date hereof, CIFC Parent owns [9,090,909] shares of Common Stock (the “CIFC Shares”);

WHEREAS, the Company, DFR Holdings and CIFC Parent are parties to the Amended and Restated Registration Rights Agreement, dated as of April 13, 2011 (the “A&R Agreement”);

WHEREAS, DFR Holdings and CIFC Parent have established certain terms and conditions concerning the corporate governance of the Company, the CIFC Shares and the DFR Holdings Shares and related provisions concerning the relationship of DFR Holdings and CIFC Parent with, and their investments in, the Company, as provided in the Amended and Restated Stockholders Agreement, dated as of April 13, 2011 and as amended, supplemented or otherwise modified from time to time (the “Stockholders Agreement”);

WHEREAS, GECEII and the Company are establishing certain terms and conditions concerning the corporate governance of the Company, the GECEII Shares (as defined below),

3

the Warrant Shares and related provisions concerning the relationship of GECEII with, and its investment in, the Company, as provided in the Investment Agreement, dated as of the date hereof (the “Investment Agreement”);

WHEREAS, the execution and delivery of this Agreement is a condition to the obligations of the Company, CIFCAM and GECDA to consummate the Transactions (as defined in the Asset Purchase Agreement); and

WHEREAS, the Company, DFR Holdings and CIFC Parent desire to amend and restate the A&R Agreement and establish in this Agreement certain terms and conditions concerning the registration rights with respect to the CIFC Shares, the DFR Holdings Shares, the Conversion Shares, the GECEII Shares and the Warrant Shares (to the extent exercised for shares of Common Stock or otherwise converted to shares of Common Stock) and related provisions concerning the relationship of the Investors with, and their investments in, the Company from and after the Closing (as defined in the Asset Purchase Agreement).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.                                          Definitions.  As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

“Acquisition Agreement” means the Acquisition and Investment Agreement, dated as of March 22, 2010, by and among the Company, Bounty Investments, LLC and Columbus Nova Credit Investment Management, LLC.

“Affiliate” means, with respect to any Person, any other Person, directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with such Person.  The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined under Rule 405.

“Business Day” means a day other than Saturday, Sunday or any other day on which banks located in New York, New York are authorized or obligated Law to close.

“Commission” means the United States Securities and Exchange Commission or any successor entity thereto.

“Demand Registration” has the meaning set forth in Section 2(a).

“Demanding Holder” means the Holder requesting registration of Registrable Securities pursuant to Section 2(a).

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“Effective Date” means the time and date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission or otherwise becomes effective.

“Effectiveness Date” means, with respect to each Registration Statement that may be required pursuant to Section 2(a)) hereof: (i) if the Company is a WKSI at such time, the date such additional Registration Statement is filed; or (ii) if the Company is not a WKSI at such time, the earlier of: (x) the forty-fifth (45th) day following the written notice of demand therefor by the Demanding Holder and (y) the fifth (5th) Trading Day following the date on which the Company is notified by the Commission that such additional Registration Statement will not be reviewed or is no longer subject to further review and comments.

“Effectiveness Period” has the meaning set forth in Section 2(a).

“Electing Holder” means (a) with respect to any Demand Registration pursuant to Section 2(a), each Holder other than the Demanding Holder that requests to include Registrable Securities in such Demand Registration and (b) with respect to any Piggyback Registration pursuant to Section 3(a), each Holder that requests to include Registrable Securities in such Piggyback Registration.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Filing Date” means with respect to each Registration Statement that may be required pursuant to Section 2(a) hereof, (x) if the Company is then eligible to file a Registration Statement on Form S-3, the fifteenth (15th) day following the written notice of demand therefor by the Demanding Holder or (y) if the Company is not then eligible to file a Registration Statement on Form S-3, the thirtieth (30th) day following the written notice of demand therefor by the Demanding Holder, provided, however, that if the Filing Date falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Date shall be extended to the next Business Day on which the Commission is open for business.

“Freely Tradable” means, with respect to any security, a security that (i) is eligible to be sold by the Holder thereof without any volume or manner of sale restrictions under the Securities Act pursuant to Rule 144 or (ii) (A) if certificated, does not and is not required to bear legends restricting the transfer thereof and (B) if not certificated, does not and is not required to bear a restricted CUSIP number and/or is not and is not required to be held in a “restricted account” on behalf of a Holder by the Company’s transfer agent.

“GECEII Shares” has the meaning set forth in the recitals hereto.

“Governmental Authority” means any foreign, federal, state or local governmental, judicial, legislative, regulatory or administrative agency, commission or authority, and any court, tribunal or arbitrator(s) of competent jurisdiction, including Self-Regulatory Organizations.

“Holder” or “Holders” means the record holder or holders, as the case may be, from time to time of Convertible Notes, the Warrant and any Registrable Securities.

“Indemnified Party” has the meaning set forth in Section 6(c).

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“Indemnifying Party” has the meaning set forth in Section 6(c).

“Investor Shares” means the CIFC Shares, the DFR Holdings Shares, the GECEII Shares and any other shares of Common Stock held by CIFC Parent, DFR Holdings, GECEII or any other Investor.

“Law” means any statute, code, Order, law, ordinance, rule, regulation or other requirement of any Governmental Authority (including, for the sake of clarity, common law).

“Losses” has the meaning set forth in Section 6(a).

“Order” means any judgment, order, injunction, stipulation, decree, writ, doctrine, ruling, assessment or arbitration award or similar order of any Governmental Authority.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of December 21, 2010, as amended, by and among the Company, Bulls I Acquisition Corp., Bulls II Acquisition LLC, CIFC Parent and Commercial Industrial Finance Corp.

“Original Agreement” means the Registration Rights Agreement, dated as of June 9, 2010, by and between the Company and Bounty Investments, LLC.

“Other Securities” has the meaning set forth in Section 2(d).

“Person” means any individual, corporation, partnership, limited liability company, limited liability partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity.

“Piggyback Notice” has the meaning set forth in Section 3(a).

“Piggyback Registration” has the meaning set forth in Section 3(a)

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or known to the Company to be threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Questionnaire” has the meaning set forth in Section 4(k).

“Registrable Securities” means (i) the Investor Shares, (ii) the Conversion Shares issuable or issued upon the conversion of the Convertible Notes, (iii) the shares of Common Stock

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issuable or issued upon the exercise of the Warrant or the conversion of the Preferred Stock, (iv) any securities issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend, stock split, recapitalization or other distribution with respect to, or in exchange for, or in replacement of, the securities referenced in clauses (i), (ii), or (iii) above or this clause (iv); provided, however, that the term “Registrable Securities” shall exclude in all cases any securities (1) sold or exchanged by a Person pursuant to an effective registration statement under the Act or in compliance with Rule 144, (2) that are Freely Tradable (it being understood that for purposes of determining eligibility for resale under this clause (2), solely with respect to clause (i) of the definition of Freely Tradable, no securities held by any Holder shall be considered Freely Tradable to the extent such Holder reasonably determines that it is an affiliate (as defined under Rule 144) of the Company), (3) that shall have ceased to be outstanding, or (4) the shares of Preferred Stock issuable or issued upon the exercise of the Warrant. Notwithstanding the foregoing, Investor Shares held by GECEII or its Affiliates shall be deemed to be Registrable Securities (even if Freely Tradable) for purposes of Sections 2 and 3.

“Registration Default” has the meaning set forth in Section 2(b).

“Registration Default Date” has the meaning set forth in Section 2(b).

“Registration Default Period” has the meaning set forth in Section 2(b).

“Registration Statement” means a registration statement in the form required to register the resale of the Registrable Securities, and including the Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 405” means Rule 405 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 433” means Rule 433 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

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“Securities Act” means the Securities Act of 1933, as amended.

“Self-Regulatory Organization” means each national securities exchange in the United States of America or other commission, board, agency or body that is charged with the supervision or regulation of brokers, dealers, securities underwriting or trading, stock exchanges, commodities exchanges, insurance companies or agents, investment companies or investment advisers, or to the jurisdiction of which any party or any of their respective subsidiaries is otherwise subject.

“Special Interest” has the meaning set forth in Section 2(b).

“Super Majority Interest” means the holders of two-thirds (66 2/3%) of the Registrable Securities.

“Suspension Period” has the meaning set forth in Section 2(a).

“Trading Day” means any day on which the Common Stock is traded on the Trading Market, or, if there is no Trading Market, any Business Day.

“Trading Market” means the principal national securities exchange on which the Common Stock is listed.

“WKSI” means a “well known seasoned issuer” as defined under Rule 405.

Section 2.                                          Demand Registration and Piggyback Rights on Demand Registrations.

(a)                                 Subject to Section 2(c), if at any time the Company receives a written request from DFR Holdings, CIFC Parent or GECEII that the Company register Registrable Securities under the Securities Act, the Company will prepare and file with the Commission, as promptly as reasonably practicable but not later than the applicable Filing Date, a Registration Statement covering the resale of all Registrable Securities that the Demanding Holder requests to be registered (each such registration, a “Demand Registration”); provided, that the Company shall not be required to register the Registrable Securities unless the Demanding Holder has requested to include in such Registration at least the lesser of (A) 1,000,000 shares of Common Stock and (B) if the Common Stock is then listed, the number of Registrable Securities having a fair market value (based on the closing price of the Common Stock quoted on the Trading Market immediately preceding the date the request is received by the Company) of $5,000,000.  The Registration Statement (i) shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and, if the Company is a WKSI as of the Filing Date, shall be an Automatic Shelf Registration Statement and (ii) shall contain (except if otherwise requested by the Demanding Holder or required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A.  The Company will use its commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and will use its commercially reasonable efforts to keep the

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Registration Statement continuously effective from the Effectiveness Date until the earliest to occur of (x) the date on which the Demanding Holder notifies the Company in writing that all Registrable Securities included in such Registration Statement have been sold in reliance thereon or that the offering for the sale thereof (or any unsold portion thereof) has been abandoned, and (y) thirty (30) days following the date that such Registration Statement was declared effective by the Commission (such period, the “Effectiveness Period”).  The Company shall promptly notify all other Holders of any demand made by a Demanding Holder, and each such Holder who wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration shall so notify the Company within fifteen (15) days after the receipt by the Holder of the notice from the Company.  Upon any such request, the Electing Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2(d).  Neither the Company nor any other Person (other than the Demanding Holder and any Electing Holders) shall be entitled to include Other Securities in any Demand Registration without the prior written consent of the Demanding Holder.  Notwithstanding anything to the contrary in this Agreement, upon notice to the Holders, without incurring or accruing any obligation to pay any Special Interest pursuant to (b), the Company may suspend the use or effectiveness of the Registration Statement, or delay the Filing Date, for up to thirty (30) consecutive days and up to ninety (90) days in the aggregate, in any 365-day period (a “Suspension Period”) if the Board of Directors of the Company determines that there is a valid business purpose for extension, which valid business purpose shall include without limitation plans for a registered public offering, an acquisition or other proposed or pending corporate developments and similar events (it being agreed that the notice of the Extension Period need not state the reason therefor); provided that (1) a Suspension Period shall not prevent the Holders from requesting any Demand Registration or electing to participate in any Piggyback Registration under Section 3, (2) a Suspension Period shall not apply to Holders in any Piggyback Registration to the extent the Company has waived the Suspension Period with respect to any registered offering of Other Securities for its own account or for the account of any other Person, which offering gives rise to such Piggyback Registration and (3) a Suspension Period may not be in effect, and may not commence, at any time during the period from and after the date that the Convertible Notes are redeemed pursuant to Section 4 of the Convertible Note Agreement through 5:00 p.m. New York City time on the date that is ten (10) consecutive Trading Days after the date of such redemption.  In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to such Registration Statement in connection with any sale or offer to sell Registrable Securities and not to sell any Registrable Securities pursuant thereto until such Holder has been advised in writing by the Company that the applicable Prospectus may be used or is effective (which notice the Company agrees to provide promptly following the lapse of the event or circumstance giving rise to such suspension).  Each Holder shall keep confidential the fact of the delivery of the extension notice except as required by applicable Law.  If the Company delays any Filing Date pursuant to a Suspension Period, then the Demanding Holder may withdraw the Demand Registration at any time prior to the filing of the Registration Statement by providing written notice to the Company.

(b)                                 If, with respect to any Registration Statement required by this Section 2: (i) such Registration Statement is not filed on or prior to its Filing Date, (ii) such Registration Statement is not declared effective by the Commission or does not otherwise become effective on or prior to its required Effectiveness Date, (iii) the Company fails to file with the Commission

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a request for acceleration with Rule 461 promulgated under the Securities Act, within five (5) Trading Days of the date on which the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed or is not subject to further review, or (iv) after its Effective Date, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of the Effectiveness Period (in each case, except as specifically permitted herein with respect to any applicable Suspension Period and subject to Section 2(d)) (any such failure or breach being referred to as a “Registration Default,” and for purposes of clauses (i) or (ii) the date on which such Registration Default occurs, and for purposes of clause (iii) the date on which such five (5) Trading Day period is exceeded and for purposes of clause (iv) the date on which the Registration Statement ceases to be effective and available, being referred to as the “Registration Default Date” and each period from and including the Registration Default Date during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, during the Registration Default Period, in addition to any other rights available to the Holders (including, without limitation, pursuant to Section 8(a)), the Company will pay a special payment (collectively, “Special Interest”) to Holders (x) in respect of each Convertible Note convertible into Conversion Shares that, when issued, will constitute Registrable Securities (which, for the avoidance of doubt, shall be deemed to constitute Registrable Securities to the extent such Holder reasonably determines that it is, or upon conversion of such Convertible Notes would reasonably be expected to become, an affiliate (as defined under Rule 144) of the Company), in an amount equal to one percent (1.0%) per annum of the principal amount of such Convertible Note and, without duplication, (y) in respect of each Conversion Share issued upon conversion of the Convertible Notes and that is a Registrable Security, in an amount equal to one percent (1.0%) per annum of the quotient of one thousand dollars ($1,000) divided by the number of Conversion Shares issued upon conversion of such Convertible Notes; provided that (A) no Special Interest shall accrue or be payable in respect of the Investor Shares and (B) the obligation to pay Special Interest in respect of a Demand Registration may be waived with respect to all Registrable Securities covered thereby in the sole discretion of the applicable Demanding Holder.  Special Interest shall accrue from the applicable Registration Default Date until all Registration Defaults have been cured and shall be payable quarterly in arrears on each January 1, April 1, July 1 and October 1 following the applicable Registration Default Date to the record holder of the applicable security on the date that is fifteen (15) days prior to such payment date, until paid in full.  Special Interest payable in respect of any Registration Default Period shall be computed on the basis of a 360-day year consisting of twelve (12) thirty (30)-day months.  Special Interest shall be payable only with respect to a single Registration Default at any given time, notwithstanding the fact that multiple Registration Defaults may have occurred and be continuing.

(c)                                  The Company shall not be required to effect a Demand Registration of Registrable Securities pursuant to this Section 2 (x) at the request of DFR Holdings if the Company has effected a total of two (2) Demand Registrations at the request of DFR Holdings, (y) at the request of CIFC Parent if the Company has effected a total of two (2) Demand Registrations at the request of CIFC Parent, or (z) at the request of GECEII if the Company has effected one (1) Demand Registration at the request of GECEII, in each case in accordance with the terms of this Section 2, and each Registration Statement filed upon such Demand Registration was declared or ordered effective by the Commission and was maintained effective by the Company throughout the Effectiveness Period as required by Section 2(a); provided

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further that, for the avoidance of doubt, any Demand Registration that is delayed or interrupted due to a Suspension Period, for which demand has been withdrawn in accordance with Section 2(a), or otherwise not maintained available to the Demanding Holder and Electing Holders (subject to Section 2(d)) at all times through the Effectiveness Period shall not constitute one (1) of the Demand Registrations to which such Demanding Holder is entitled under this Section 2(c).

(d)                                 If the Demand Registration is an underwritten offering and if the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holder in writing that it is their good faith opinion that the total amount of Registrable Securities which the Demanding Holder desires to sell, taken together with all shares of Common Stock or other equity securities of the Company (such Common Stock and other equity securities (other than Registrable Securities) collectively, “Other Securities”), which the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or aggregate dollar amount of such securities that can be sold without having an adverse effect on the price, timing, distribution method or successful offering of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, all Registrable Securities being sold by the Demanding Holder and Electing Holders, pro rata, based on the number of Registrable Securities that each such Holder has requested be included in such Demand Registration; (ii) second, all Other Securities being sold by the Company; and (iii) third, all Other Securities of any holders thereof requesting inclusion in such Demand Registration, pro rata, based on the number of Other Securities that each such Person has requested be included in such Demand Registration.

(e)                                  Notwithstanding anything to the contrary herein, in no event shall the Company be required to file or cause to be declared effective a Registration Statement providing for the resale of Registrable Securities on a delayed or continuous basis pursuant to Rule 415 or otherwise for a period longer than thirty (30) days.

Section 3.                                          Piggyback Rights on Company or Third Party Registrations.

(a)                                 Subject to the terms and conditions of this Agreement, if at any time after the date hereof, the Company files a registration statement under the Securities Act with respect to an offering of Other Securities, whether or not for sale for its own account (other than a registration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (iii) filed pursuant to a Demand Registration in accordance with Section 2), then the Company shall use commercially reasonably efforts to give written notice of such filing to the Holders at least ten (10) Business Days before the anticipated filing date (or such later date as it becomes commercially reasonable to provide such notice) (the “Piggyback Notice”).  The Piggyback Notice and the contents thereof shall be kept confidential by the Holders and their respective Affiliates and representatives, and the Holders shall be responsible for breaches of confidentiality by their

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respective Affiliates and representatives.  The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as they may reasonably request (a “Piggyback Registration”).  Subject to the terms and conditions of this Agreement, the Company shall use its commercially reasonable efforts to include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received from the Holders written requests for inclusion therein within ten (10) Business Days following receipt of any Piggyback Notice by the Holders, which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Electing Holders and the intended method of distribution.  For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities for its own account or the account of another Person that is not a Holder in a public offering to which this Section 3 applies unless the Holders shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities.  The Electing Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the registration statement relating to such Piggyback Registration.  No Piggyback Registration shall count towards the number of demand registrations that any Holder is entitled to make pursuant to Section 2.

(b)                                 If any Other Securities Registered in accordance with the procedures set forth in Section 3(a) are to be sold in an underwritten offering, (1) the Company or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and (2) the Electing Holders shall be permitted to include all Registrable Securities requested to be included in such registration in such underwritten offering on the same terms and conditions as such Other Securities proposed by the Company or any third party to be included in such offering; provided, however, that if such offering involves an underwritten offering and the managing underwriter or underwriters of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, the timing or the method of distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (x) to the extent such public offering is the result of a registration initiated by the Company, (i) first, all Other Securities being sold by the Company, (ii) second, the Registrable Securities as to which Registration has been requested by the Electing Holders, pro rata, based on the number of Registrable Securities beneficially owned by the Electing Holders, and (iii) third, all Other Securities of any holders thereof (other than the Company and the Electing Holders) requesting inclusion in such registration, pro rata, based on the number of Other Securities beneficially owned by each such holder of Other Securities or (y) to the extent such public offering is the result of a registration by any Persons (other than the Company or the Holders) exercising a contractual right to demand registration not included in this Agreement,

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(i) first, all Other Securities owned by such Persons exercising the contractual right, pro rata, based on the number of Other Securities beneficially owned by each such holder of Other Securities, (ii) second, the Registrable Securities as to which Registration has been requested by the Electing Holders, pro rata, based on the number of Registrable Securities beneficially owned by such Electing Holders, (iii) third, all Other Securities being sold by the Company, and (iv) fourth, all Other Securities requested to be included in such registration by other holders thereof (other than the Company and the Holders), pro rata, based on the number of Other Securities beneficially owned by each such holder of Other Securities.

Section 4.                                          Registration Procedures.  The procedures to be followed by the Company and each selling Holder, and the respective rights and obligations of the Company and such Holders, with respect to the preparation, filing and effectiveness of a Registration Statement, and the distribution of Registrable Securities pursuant thereto, are as follows:

(a)                                 The Company will, as promptly as practicable prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, (i) furnish to the Holders copies of all such documents proposed to be filed, which documents (other than those incorporated by reference) will be subject to the reasonable review of such Holders and (ii) use its reasonable efforts to address in each such document when so filed with the Commission such comments as the Holders reasonably shall propose.

(b)                                 The Company will use commercially reasonable efforts to: (i)  prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable Law with respect to the disposition of all Registrable Securities covered by such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as “selling stockholders” but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company.

(c)                                  The Company will comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

(d)                                 The Company will notify the Holders as promptly as reasonably practicable (and, in the case of (i)(A) below, not less than three (3) Trading Days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration

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Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders that pertain to the Holders as “selling stockholders” or to the Plan of Distribution, but not information which the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has been declared effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to the Holders as “selling stockholders” or the Plan of Distribution; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of (but not the nature or details concerning) any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e)                                  The Company will use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment, or if any such order or suspension is made effective during any Suspension Period, as soon as reasonably practicable after the Suspension Period is over.

(f)                                   During the Effectiveness Period, the Company will furnish to each Holder, without charge, at least one (1) conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those incorporated by reference) promptly after the filing of such documents with the Commission.

(g)                                  The Company will promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request during the Effectiveness Period.  The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(h)                                 The Company will, prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from such registration or

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qualification) of such Registrable Securities for offer and sale under the applicable state securities or Blue Sky Laws of those jurisdictions within the United States as any Holder reasonably requests in writing to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided, that the Company will not be required to (i) qualify generally to do business or as a dealer in securities in any jurisdiction where it is not then so qualified or (ii) take any action which would subject the Company to general service of process or any material tax in any such jurisdiction where it is not then so subject.

(i)                                     The Company will cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statements, which certificates shall be free, to the extent permitted by the Merger Agreement, the Acquisition Agreement, the Asset Purchase Agreement, the Investment Agreement, the Warrant and the Convertible Note Agreement and/or the Convertible Notes, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.  In connection therewith, if required by the Company’s transfer agent, the Company will promptly after the effectiveness of the Registration Statement cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without legend upon sale by the holder of such shares of Registrable Securities under the Registration Statement.

(j)                                    Upon the occurrence of any event contemplated by Section 4(d)(v), as promptly as reasonably possible, the Company will prepare a supplement or amendment, including a post-effective amendment, if required by applicable Law, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(k)                                 In connection with filing any Registration Statement, the Company may require each Holder that wishes to include Registrable Securities in such Registration Statement to furnish to the Company a certified statement as to the securities of the Company (including shares of Common Stock issuable upon conversion of Convertible Notes) beneficially owned by such Holder and any Affiliate thereof substantially in the form of Exhibit A hereto (the “Questionnaire”) for use in connection with the Registration Statement at least ten (10) Trading Days prior to the filing of the Registration Statement.  Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in a Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Questionnaire.  Each Holder acknowledges and agrees that the information in the Questionnaire will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.  The Company agrees to periodically update the Prospectus upon request

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to add any Holders who have delivered a Questionnaire since initial filing or the last such update as selling securityholders in the Prospectus.

(l)                                     The Holders may distribute the Registrable Securities by means of an underwritten offering; provided that (i) the Demanding Holder provides written notice to the Company of its intention to distribute Registrable Securities by means of an underwritten offering, (ii) the managing underwriter or underwriters thereof shall be designated by the Demanding Holder (provided, however, that such designated managing underwriter or underwriters shall be reasonably acceptable to the Company), (iii) each Holder participating in such underwritten offering agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (iv) each Holder participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.  The Company hereby agrees with each Holder that, in connection with any underwritten offering in accordance with the terms hereof, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

(m)                             In the event the Holders seek to complete an underwritten offering, for a reasonable period prior to the filing of any Registration Statement, and throughout the Effectiveness Period, the Company will make available upon reasonable notice at the Company’s principal place of business or such other reasonable place for inspection by the managing underwriter or underwriters selected in accordance with Section 4(l), such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege in such counsel’s reasonable belief) in the judgment of legal counsel for such managing underwriter or underwriters, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering on behalf of the Holders (and any managing underwriter or underwriters) shall be conducted by legal counsel to the Holders (and legal counsel to such managing underwriter or underwriters); and provided further that each such party shall be required to maintain in confidence and not to disclose to any other Person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in the Registration Statement or in any other manner other than through the release of such information by any Person afforded access to such information pursuant hereto), or (B) such Person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such Person shall have given the Company prompt prior written notice of such requirement so that the Company may seek to object to such subpoena or order, or to make such disclosure subject to a protective order or confidentiality agreement).

(n)                                 DFR Holdings hereby acknowledges the restrictions on the transfer of the DFR Holdings Shares, the Convertible Notes and the Conversion Shares as set forth in the

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Acquisition Agreement, the Stockholders Agreement and/or the Convertible Note Agreement, and expressly acknowledges and agrees that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Acquisition Agreement, the Stockholders Agreement, or the Convertible Note Agreement, as applicable.  CIFC Parent hereby acknowledges the restrictions on the transfer of the CIFC Shares as set forth in the Merger Agreement and the Stockholders Agreement, and expressly acknowledges and agrees that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Merger Agreement or the Stockholders Agreement.  GECEII hereby acknowledges the restrictions on the transfer of the GECEII Shares, the Warrant and the Warrant Shares as set forth in the Asset Purchase Agreement, the Investment Agreement and/or the Warrant, and expressly acknowledges and agrees that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Asset Purchase Agreement, the Investment Agreement or the Warrant, as applicable.

Section 5.                                          Registration Expenses.  All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions, but including all legal fees and expenses of one (1) legal counsel to the Holders) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.  The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the Trading Market, and (B) in compliance with applicable state securities or Blue Sky Laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.  In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.  For the avoidance of doubt, each Holder shall pay all underwriting and placement discounts and commissions, agency and placement fees, brokers’ commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities.  In addition to the foregoing, the Company shall pay the reasonable legal fees and expenses of the single counsel to the Holders in connection with the Registration Statement (not to exceed $50,000 in the aggregate); provided, however, if the Holders reasonably determine that local counsel is required in connection with the Registration Statement, then the Company shall be obligated to pay such reasonable legal fees and expense as well (not to exceed $15,000 in the aggregate).

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Section 6.                                          Indemnification.

(a)                                  Indemnification by the Company.  The Company will, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, partners, members, stockholders and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable Law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Person expressly for use therein pursuant to Section 4(k).  The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

(b)                                 Indemnification by Holders.  Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable Law, from and against all Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder in the Questionnaire or otherwise expressly for use therein.  In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)                                  Conduct of Indemnification Proceedings.  If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall be permitted to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified

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Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties.  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms and conditions of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, promptly upon receipt of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

(d)                                 Contribution.  If a claim for indemnification under Section 6(a)or Section 6(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other

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things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 6(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section 6(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Acquisition Agreement, Merger Agreement or Asset Purchase Agreement, as applicable.

Section 7.                                          Facilitation of Sales Pursuant to Rule 144.  To the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144.  Upon the request of any Holder in connection with that Holder’s sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Section 8.                                          Miscellaneous.

(a)                                  Termination.  The rights granted under this Agreement shall automatically terminate upon the earlier of (i) such time as there are no outstanding Registrable Securities and (ii) the date and time at which all of the Registrable Securities are Freely Tradable.

(b)                                 Specific Performance.  The Company and each Holder acknowledge that each party would not have an adequate remedy at law for money damages in the event that any

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of the covenants hereunder have not been performed in accordance with their terms, and therefore agree that each other party hereto shall be entitled to specific enforcement of the terms hereof and any other equitable remedy to which such party may be entitled.  Each of the parties hereby waives (i) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.

(c)                                  Compliance.  Subject to the Company’s compliance with its obligations set forth under Section 4, each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.

(d)                                 Discontinued Disposition.  Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 4(d), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.  The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

(e)                                  Amendments and Waivers.

(i)                                     This Agreement may not be amended, altered or modified and no provision of this Agreement may be waived or amended except by written instrument executed by a Super Majority Interest and the Company; provided that (A) any requirement hereunder in respect of a Demand Registration (including any obligation to pay Special Interest in respect thereof) may be waived or modified with respect to all Registrable Securities covered thereby in a written instrument signed by the Company and the applicable Demanding Holder, and (B) prior to any withdrawal by GECEII in accordance with clause (ii) below, the prior written consent of GECEII shall be required with respect to any amendment, alteration or modification of this Agreement that would, directly or indirectly, (x) reduce the number of Demand Registrations to which GECEII is entitled under this Agreement, or (y) prevent GECEII from participating in a Piggyback Registration.

(ii)                                  In the event of any amendment to this Agreement not consented to by GECEII, GECEII shall be entitled to withdraw from this Agreement (it being understood that the foregoing withdrawal right shall not permit any amendment that would otherwise require the prior written consent of GECEII pursuant to clause (i)(B) above).  No such withdrawal shall affect

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GECEII’s or the Company’s obligations with respect to liabilities incurred prior to withdrawal.

(iii)                               The failure by any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision.  No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. Any waiver made by any party hereto in connection with this Agreement shall not be valid unless agreed to in writing by such party.

(f)                                    Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective (a) on the first (1st) Business Day after being sent, prepaid, by nationally recognized overnight courier that issues a receipt or other confirmation of delivery, (b) when sent, if sent by electronic mail before 5:00 p.m. on a Business Day at the location of receipt and otherwise the next following Business Day.  Any party may change the address to which Notices under this Agreement are to be sent to it by giving written notice of a change of address in the manner provided in this Agreement for giving Notice.  The address for such notices and communications shall be as follows:

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(g)                                 Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of (i) in the case of DFR Holdings, the Acquisition Agreement, the Stockholders Agreement or the Convertible Note Agreement, (ii) in the case of CIFC Parent, the Merger Agreement or the Stockholders Agreement and (iii) in the case of GECEII, the Asset Purchase Agreement, the Investment Agreement or the Warrant.  The Company may not assign its rights or obligations hereunder without the prior written consent of the other parties hereto (other than by operation of merger).

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(h)                                 Execution and Counterparts.  This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original and each of which shall constitute one and the same instrument.

(i)                                     Governing Law.  This Agreement shall be governed by and construed in accordance with the Laws of the State of New York without regard to choice of laws or conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction.

(j)                                     Consent to Jurisdiction.  Each party to this Agreement, by its execution hereof, (a) hereby irrevocably consents and agrees that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the subject matter hereof shall be brought only in the courts of the State Courts of the State of New York, New York County or the United States District Court located in the State of New York, New York County, (b) hereby waives to the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or otherwise. Each party hereby (i) consents to service of process in any such action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8(f), shall constitute good and valid service of process in any such action, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

(k)                                  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)                                     Entire Agreement.  This Agreement, including any Schedules, Exhibits, Annexes, certificates and lists referred to herein, any documents executed by the parties simultaneously herewith or pursuant thereto constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all other prior

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agreements and understandings, written or oral, between the parties with respect to such subject matter (including without limitation, the A&R Agreement and Original Agreement).  Each of the Company, CIFC Parent and DFR Holdings hereby agrees, approves and consents, by its signature hereto, that the A&R Agreement be, and hereby is, amended and restated in its entirety to read as set forth herein.

(m)                               Headings; Section References.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.  Unless otherwise stated, references to Sections, Schedules and Exhibits are to the Sections, Schedules and Exhibits of this Agreement.

(n)                                 Delays or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement shall impair any such right, power, or remedy of such party, nor shall it be construed to be a waiver of or acquiescence to any breach or default, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default.  All remedies, either under this Agreement or by Law or otherwise afforded to any holder, shall be cumulative and not alternative.

(o)                                 Mutual Drafting; Interpretation.  Each party hereto has participated in the drafting of this Agreement, which each such party acknowledges is the result of extensive negotiations between the parties.  If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision.

[THIS SPACE LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, the parties have executed this Amended and Restated Registration Rights Agreement as of the date first written above.

Signature Page to Second Amended and Restated Registration Rights Agreement

ANNEX A

PLAN OF DISTRIBUTION

The holders of Securities (defined below) selling or otherwise disposing of such Securities pursuant hereto (the “Selling Securityholders”) and any of their pledgees, donees, transferees, assignees or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock of the Company or other securities of the Company included for public offering in this prospectus (collectively, “Securities”) or interests in Securities on any stock exchange, market or trading facility on which the Securities are traded or in private transactions.  These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.  The Selling Securityholders may use one or more of the following methods when disposing of the Securities or interests therein:

·                                          ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·                                          block trades in which the broker-dealer will attempt to sell the Securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·                                          purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·                                          an exchange distribution in accordance with the rules of the applicable exchange;

·                                          privately negotiated transactions;

·                                          short sales entered into after the effective date of the registration statement of which this prospectus is a part;

·                                          through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

·                                          broker-dealers may agree with the Selling Securityholders to sell a specified number of such Securities at a stipulated price per share;

·                                          a combination of any such methods of disposition; and

·                                          any other method permitted pursuant to applicable law.

The Selling Securityholders may also sell Securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Securityholders may arrange for other broker-dealers to participate in sales.  Broker-dealers may receive commissions or discounts from the