Common use of Certain Covenants Clause in Contracts

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except, in respect of the Company only, service of process with respect to the offering and sale of the Shares); (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may close, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; (f) to furnish to the Representative for a period of three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so supplied, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as the Representative may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (g) to advise the Representative promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Representative copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulations; (h) to file promptly with the Commission any amendment to the Registration Statement, S-4 or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (i) to furnish promptly to the Representative a signed copy of the Registration Statement and S-4, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (j) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (f) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (k) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (l) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are traded; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”). In respect of the Company only, the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectus; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will

Certain Covenants. Each (i) Without limiting the provisions of (or the CompanyHolders’ rights under) Section 8, each Aames Transaction Party andSection 9 and Section 11, the Corporation shall not merge with respect to or into or consolidate with or into, or sell, transfer, exchange or lease all or substantially all of its property to, any other entity, or permit consummation of any other Business Combination, unless the surviving successor, transferee or lessee entity, as the case may be (a) and if not the Corporation), (x) below onlyexpressly assumes, SFP, hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying part of the Shares for offering and sale under the securities or blue sky laws terms of such jurisdictions (both domestic Business Combination, the due and foreign) as the Representative may designate punctual performance and observance of each and every covenant and condition of this Certificate to maintain such qualifications in effect as long as requested be performed and observed by the Representative for the distribution Corporation and (y) if such Business Combination is a Qualified Business Combination, expressly agrees, as part of the Sharesterms of such Qualified Business Combination, provided that neither the Company nor any other Transaction Party shall be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except, in respect of the Company only, service of process with respect to the offering and sale of the Shares); (b) ifexchange, at the time Holders’ option, shares of Series B Preferred Stock for shares of the surviving entity’s capital stock having terms, preferences, rights (including, without limitation, as to dividends, voting, redemption at the option of the Holder, and rights to assets upon liquidation, dissolution or winding-up of the entity), privileges and powers no less favorable (individually and in the aggregate) than the terms, preferences, rights (including, without limitation, as to dividends, voting, redemption at the option of the Holder, and rights to assets upon liquidation, dissolution or winding-up of the entity), privileges and powers under this Agreement is executed Certificate, in each case, such that the rights of the Holders of Series B Preferred Stock are protected against dilution or other impairment. Without limiting any of the foregoing, the Corporation shall cause lawful provision to be made as part of the terms of each Business Combination such that each Holder shares of Series B Preferred Stock then outstanding shall have the right after such Business Combination to exchange such shares for, or convert such shares into, the kind and deliveredamount of securities, it is necessary for cash and other property receivable upon the Business Combination by a post-effective amendment holder of Common Stock (that was not a counterparty to the Registration Statement Business Combination or the S-4 to be declared effective before the offering an affiliate of the Shares may commence or the Second Merger may close, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm counterparty) holding that number of shares of Common Stock into which such advice in writing, when such post-effective amendment has become effective; shares of Series B Preferred Stock would have been convertible (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(bSection 6 without regard to any limitations on convertibility therein) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, immediately prior to filing with such Business Combination, and subject to anti-dilution adjustment protections substantially equivalent to those set forth in this Certificate; provided, in the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; (f) to furnish to the Representative for a period of three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to event that holders of shares of Common Stock have the opportunity to elect the form of consideration to be received in the Business Combination, each Holder shall have the same opportunity to elect the form so supplied, of consideration that each Holder is entitled to receive. (ii) as soon as practicable after the filing thereofThe Corporation shall not, copies of all reports filed by the Company with the Commission or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as the Representative may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor amendment of the Company that are reasonably satisfactory to the Representative; (g) to advise the Representative promptly Certificate of the happening Incorporation or through reorganization, consolidation, merger, dissolution, sale of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleadingassets, or if it is necessary at any time otherwise, avoid or seek to amend avoid the observance or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Representative copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulations; (h) to file promptly with the Commission any amendment to the Registration Statement, S-4 or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (i) to furnish promptly to the Representative a signed copy of the Registration Statement and S-4, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (j) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (f) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (k) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (l) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are traded; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”). In respect of the Company only, the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectus; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale performance of any of the Sharesterms of this Certificate, (ii) sell, bid for, purchase but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or pay anyone any compensation for soliciting purchases appropriate in order to protect the rights of the Shares Holders of Series B Preferred Stock against dilution or other impairment. (iii) pay or agree to pay In addition to any person any compensation for soliciting any order to purchase any other securities vote required by applicable law, the Corporation shall not, without the consent of the Company, except for securitizations Holders of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director a majority of the Company and Aames Financial I to furnish to the RepresentativeSeries B Preferred Stock outstanding, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap debt agreement or other derivatives transaction that transfers financing agreement which by its terms would restrict the payment of dividends pursuant to another, in whole this Series B Certificate or in part, the payment of any amounts due upon the redemption of the economic benefits Series B Preferred Stock pursuant to Section 7 or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will 8.

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Company hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) states as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative required for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to execute a general consent to the service of process under the laws of any such state (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares); (b) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus with the Commission within the time period required by Rule 424(b) under the Securities Act or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement) to the Underwriters as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (c) ▇▇ ▇▇vise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective under the Securities Act Regulations; (d) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; to advise the Representative promptly, and to furnish the Representative with a copy for its review prior to filing, of any proposal to amend or supplement the Registration Statement or Prospectus and to file no such amendment or supplement to which the Representative shall reasonably object in writing; (f) to furnish to the Representative for a period of three five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so supplied, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as the Representative may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representativerequest; (g) to advise the Representative Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the UnderwritersCompany, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish, at the Company's expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish to the Representative copies Underwriters a copy of the such proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense not to the Underwriters and to dealers, copies in file any such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to which the Prospectus so that the Prospectus as so amended or supplemented will not, Representative shall reasonably object in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulationswriting; (h) to file promptly with the Commission any amendment to the Registration Statement, S-4 or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (i) to furnish promptly to the Representative and counsel for the Underwriters, without charge, a signed copy of the signed Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request, and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Securities Act Regulations, as many copies of any Preliminary Prospectus and the Prospectus and any amendments thereof or supplements thereto as the Representative reasonably requests; (ji) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (fg) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and Act; notwithstanding the foregoing, during such period Current Reports on Form 8-K of the Company shall be furnished to file all such documents in the manner and within Representative not less than 24 hours before filing with the time periods required by the Exchange Act and the Exchange Act RegulationsCommission; (kj) to apply the net proceeds of the sale of the Shares by the Company in accordance with its statements under the caption “"Use of Proceeds” " in the Prospectus; (lk) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the full fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with including the provisions of Rule 158 of the Securities Act Regulations) ), covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (ol) to use its best commercially reasonable efforts to list the Shares on the NYSE effect and to maintain the listing quotation of the Shares on the NYSE, Nasdaq National Market and to file with the NYSE Nasdaq National Market all documents and notices required by the NYSE Nasdaq National Market of companies that have securities that are tradedtraded and quotations for which are reported by the Nasdaq National Market; (pm) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (qn) to refrain during a period of 180 90 days from the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, from (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, directly or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future ofindirectly, any share equity security of Common Stock the Company or any securities convertible into or exercisable or exchangeable for Common Stockequity securities of the Company, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of equity securities of the Common StockCompany, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and generally referred to in the Prospectus, or (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of any shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing issued by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectus's existing stock purchase plans; (ro) to not toitself, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (sp) to use its best efforts to cause John F. Short, Frank J. Quirk and Douglas L. Cox and each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to Compa▇▇'▇ ▇▇rectors ▇▇ ▇▇▇▇▇▇▇ ▇▇ the RepresentativeR▇▇▇▇▇▇▇▇▇▇▇▇▇, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 90 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that Representative on behalf of the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this AgreementUnderwriters; (tq) upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company's trademarks, OPINION RESEARCH CORPORATION service mark and corporate logo (collectively, the "Marks") for use on the web▇▇▇▇, if any, operated by such Underwriter; the Company hereby grants to each such Underwriter a nontransferable, non-assignable, non-exclusive, royalty free license to use the Marks solely for the purpose of facilitating the on-line offering of the Shares (the "License"); all use of the Marks shall inure to the benefit of the Company, and such Underwriter shall acquire no interests or rights of any kind in or to the Marks (except as explicitly stated in the License) or the goodwill associated therewith; (r) that the provisions of the letter agreement dated January 9September 16, 2004, 2004 between the Company and Friedman, Billings, Ramsey & Co., Inc. (the Representative "Engagement Letter") shall survive the execution and executi▇▇ ▇▇▇ delivery of this Agreement and the consummation of the transactions contemplated hereinhereby; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (vs) if at any time during the 6030-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (wt) that the Company will continue to use its best efforts to meet comply with all of the requirements to qualify as a REIT;provisions of any undertakings in the Registration Statement; and (xu) that that, from and after the Closing Time, the Company shall have in place and each Transaction Party will use its best efforts to cause maintain a system of internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will Exchange Act.

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) Disclosure of Transactions and (x) below onlyOther Material Information. On or before 8:30 a.m., SFPNew York Time, hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying on the Shares for offering and sale under first Trading Day following the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except, in respect of the Company only, service of process with respect to the offering and sale of the Shares); (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closedate hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved required by the Underwriters 1934 Act, and file such Prospectus attaching the material transaction documents (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time)including, on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectuswithout limitation, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; (f) to furnish to the Representative for a period of three years from the date of this Agreement (iand all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as soon as availableexhibits to such filing (including all attachments, copies of all annualthe "8-K FILING", quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so supplied, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as the Representative may reasonably request regarding the Company and the Subsidiaries; provideddescription and attachments, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will "8-K MATERIALS"). The 8-K Materials shall be subject to the execution Investor's prior approval, not to be unreasonably withheld or delayed. From and delivery of customary non-disclosure agreements in favor after the filing of the Company that are reasonably satisfactory to 8-K Filing with the Representative; (g) to advise SEC, the Representative promptly of the happening Investor shall not be in possession of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations whichmaterial, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Representative copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may nonpublic information received from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulations; (h) to file promptly with the Commission any amendment to the Registration Statement, S-4 or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (i) to furnish promptly to the Representative a signed copy of the Registration Statement and S-4, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (j) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (f) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (k) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (l) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions any of Rule 158 its Subsidiaries or any of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Deliveryits respective officers, as the case may bedirectors, but employees or agents, that is not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained disclosed in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are traded; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”). In respect of the Company only, the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 1808-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectus; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securitiesK Filing. The Company shallshall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, comply provide the Investor with all applicable provisions any material nonpublic information regarding the Company or any of Regulation M, its Subsidiaries from and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director after the filing of the Company 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and Aames Financial I agents, in addition to furnish any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to the Representativemake a public disclosure, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A heretoa press release, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash public advertisement or otherwise, in each case for a period of 180 days from the date of the Prospectus, 8-K Materials without the prior written consent approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the RepresentativeCompany, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies shall be entitled, with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions prior approval of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; Investor (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely not to be materially affected (regardless of whether such rumor, publication unreasonably withheld or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth abovedelayed), to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a make any press release or other public statementdisclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, reasonably satisfactory to including the Representative, responding to or commenting on such rumor, publication or event; applicable rules and regulations of the Principal Market (wprovided that in the case of clause (i) that the Investor shall be consulted by the Company will continue to use its best efforts to meet (although the requirements to qualify as a REIT; (x) that consent of the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and Investor shall not take be required) in connection with any action, such press release or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will other public disclosure prior to its release).

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Partnership Parties hereby agrees agree with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares Units for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may reasonably designate and to maintain such qualifications in effect as long as reasonably requested by the Representative Representatives for the distribution of the SharesUnits, provided that neither the Company nor any other Transaction Party Partnership Parties shall not be required to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares)Units) or subject itself to taxation in any such jurisdiction if it is not otherwise so subject; (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares Units may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party Partnership Parties will endeavor to cause such post-effective amendment amendment, in a form approved by the Representatives, to become effective as soon as possible and will advise the Representative Representatives promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the business day next succeeding the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the business day next succeeding the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative Representatives promptly and (if requested by the RepresentativeRepresentatives) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule III(a) hereto; (f) to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (g) to advise the Representative immediatelyRepresentatives promptly, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if the Partnership Parties become subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Units contemplated herein; (fh) to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to not effect any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus without the Representatives’ consent, which shall not be unreasonably withheld; (i) to furnish to the Representative Underwriters for a period of three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedUnits, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company Partnership with the Commission Commission, FINRA or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) exchange and (iii) such other information as the Representative Underwriters may reasonably request regarding the Company Partnership Parties and the Subsidiaries; , provided, if applicable in the case of subclauses (ii) Partnership Parties shall be deemed to have furnished such reports, communications and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory Representatives to the Representativeextent they are filed on the Commission’s ▇▇▇▇▇ system; (gj) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company Partnership Parties within the time during which a Prospectus relating to the Shares Units (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company Partnership Parties or in the reasonable opinion of the Representative Representatives or counsel for the Underwriters, (i) would require the making of any change in the Prospectus then being used or the Disclosure Package so that the Prospectus or the Disclosure Package would not include 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 the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Units, or (iii) if it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the CompanyPartnership’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleadingmisleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulationslaw; (hk) to file file, in a form approved by the Representatives, which approval shall not be unreasonably withheld or delayed, promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that may, in the reasonable judgment of the Company Partnership Parties or the RepresentativeRepresentatives, be required by the Securities Act or requested by the Commission; (il) prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing, which consent shall not be unreasonably withheld or delayed; (m) to furnish promptly to the each Representative a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative Representatives may reasonably request; (jn) to furnish to the each Representative, not less than two one business days day before filing with the Commission subsequent to the effective date of the Prospectus and Commission, during the period referred to in paragraph (fi) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such the period of three years hereafter to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (ko) to apply the net proceeds of the sale of the Shares Units in material accordance with its statements under the caption “Use of Proceeds” in the ProspectusProspectus and the Disclosure Package; (lp) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the CompanyPartnership, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (oq) to use its best commercially reasonable efforts to list the Shares on the NYSE and to maintain the listing quotation of the Shares Units on the NYSE, Nasdaq and to file with the NYSE Nasdaq all documents and notices required by the NYSE Nasdaq of companies that have securities that are tradedtraded and quotations for which are reported by the Nasdaq; (pr) to use its commercially reasonable efforts to engage and maintain, at its expense, a registrar and transfer agent for the SharesUnits; (qs) to refrain during a period of refrain, from the date hereof until 180 days from (the “Lock-Up Period”) after the date of the Prospectus, without the prior written consent of the RepresentativeRepresentatives, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock Units or any securities convertible into or exercisable or exchangeable for Common StockUnits, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockUnits, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Units or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares Units to be sold hereunder, or (B) Common Units specifically permitted to be transferred in a lock-up letter described in Section 4(u) hereof, (C) any shares of Common Stock Units issued by the Company Partnership upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus; provided, however, that if (C1) during the redemption by Aames Financial last 17 days of its 5.5% convertible subordinated debentures the initial Lock-Up Period, the Partnership releases earnings results or announces material news or a material event or (2) prior to the issuances expiration of shares of Common Stock upon the conversion of such debenturesinitial Lock-Up Period, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided Partnership announces that it will release earnings results during the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 18016-day period or (E) following the filing by last day of the Company initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect 18-day period beginning on the date hereof) and/or (2) affiliates of release of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares earnings results or the announcement of the Company’s common stockmaterial news or material event, as applicable, unless the Representatives waive, in writing, such extension; the Partnership will provide the Representatives and each case, on or after unitholder subject to the 120Lock-day anniversary Up Period pursuant to the lock-up letters described in Section 4(u) with prior notice of any such announcement that gives rise to an extension of the First Merger so long as such registration statement is not declared effective until Lock-up Period; if the 181Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-day anniversary up letter described in Section 4(u) hereof for an officer or director of the Partnership and provides the Partnership with notice of the impending release or waiver at least three business days before the effective date of the Prospectus;release or waiver substantially in the form of Exhibit B hereto, and the Partnership agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver. (rt) not to, and to use its best commercially reasonable efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the CompanyPartnership, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the CompanyPartnership, to facilitate the sale or resale of any of the SharesUnits, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares Units or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation MPartnership; (su) to cause each 1% or greater stockholderunitholder of the Partnership, ▇▇▇▇▇▇▇▇▇ Energy, Inc. and each officer and director of the Company and Aames Financial I General Partner to furnish to the RepresentativeRepresentatives, prior to the first Date of DeliveryInitial Sale Time, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at that the Partnership Parties will comply with all of the provisions of any time during the 60-day period after undertakings in the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or eventStatement; (w) in connection with the Directed Share Program, to ensure that the Company Directed Shares will continue be restricted from sale, transfer, assignment, pledge or hypothecation to use its best efforts the same extent as sales and dispositions of Common Units would be restricted pursuant to meet a letter substantially in the requirements form of Exhibit A hereto, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. will notify the Partnership as to qualify which Directed Share Participants will need to be so restricted. At the request of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., the Partnership Parties will direct the transfer agent to place stop transfer restrictions upon such securities for such period of time as a REITis consistent with Exhibit A; (x) that to comply with all applicable securities and other applicable laws, rules and regulations in each jurisdiction in which the Company and each Transaction Party will use its best efforts to cause Directed Shares are offered in connection with the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second MergerDirected Share Program; (y) that the Company Partnership Parties represent and agree that, without the prior consent of the Representatives, (i) each Aames Transaction Party of the Partnership Parties did not make any Section 5(d) Communications prior to the initial filing of the Registration Statement and (ii) each of the Partnership Parties has not made and will not make any written Sectio

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Company hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may reasonably designate and to maintain such qualifications in effect as long as reasonably requested by the Representative Representatives for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares)) or subject itself to taxation in any such jurisdiction if it is not otherwise so subject; (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment amendment, in a form approved by the Representatives, to become effective as soon as possible and will advise the Representative Representatives promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the business day next succeeding the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the business day next succeeding the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative Representatives promptly and (if requested by the RepresentativeRepresentatives) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule III(a) hereto; (f) to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (g) to advise the Representative immediatelyRepresentatives promptly, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; (fh) to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to not effect any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus without the Representatives’ consent, which shall not be unreasonably withheld; (i) to furnish to the Representative Underwriters for a period of three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, FINRA or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) exchange and (iii) such other information as the Representative Underwriters may reasonably request regarding the Company and the Subsidiaries; , provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company shall be deemed to be confidential will be subject have furnished such reports, communications and information to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory Representatives to the Representativeextent they are filed on the Commission’s ▇▇▇▇▇ system; (gj) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative Representatives or counsel for the Underwriters, (i) would require the making of any change in the Prospectus then being used or the Disclosure Package so that the Prospectus or the Disclosure Package would not include 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 the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares, or (iii) if it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleadingmisleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulationslaw; (hk) to file file, in a form approved by the Representatives, which approval shall not be unreasonably withheld or delayed, promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that may, in the reasonable judgment of the Company or the RepresentativeRepresentatives, be required by the Securities Act or requested by the Commission; (il) prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing, which consent shall not be unreasonably withheld or delayed; (m) to furnish promptly to the each Representative a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative Representatives may reasonably request; (jn) to furnish to the each Representative, not less than two one business days day before filing with the Commission subsequent to the effective date of the Prospectus and Commission, during the period referred to in paragraph (fi) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such the period of three years hereafter to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (ko) to apply the net proceeds of the sale of the Shares in material accordance with its statements under the caption “Use of Proceeds” in the ProspectusProspectus and the Disclosure Package; (lp) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (oq) to use its best commercially reasonable efforts to list the Shares on the NYSE and to maintain the listing quotation of the Shares on the NYSE, Nasdaq and to file with the NYSE Nasdaq all documents and notices required by the NYSE Nasdaq of companies that have securities that are tradedtraded and quotations for which are reported by the Nasdaq; (pr) to use its commercially reasonable efforts to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (qs) to refrain during a period of refrain, from the date hereof until 180 days from (the “Lock-Up Period”) after the date of the Prospectus, without the prior written consent of the RepresentativeRepresentatives, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, or (B) shares of Common Stock specifically permitted to be transferred in a lock-up letter described in Section 4(u) hereof, (C) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus; provided, however, that if (C1) during the redemption by Aames Financial last 17 days of its 5.5% convertible subordinated debentures the initial Lock-Up Period, the Company releases earnings results or announces material news or a material event or (2) prior to the issuances expiration of shares of Common Stock upon the conversion of such debenturesinitial Lock-Up Period, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided Company announces that it will release earnings results during the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 18016-day period or (E) following the filing by last day of the Company initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect 18-day period beginning on the date hereof) and/or (2) affiliates of release of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares earnings results or the announcement of the Company’s common stockmaterial news or material event, as applicable, unless the Representatives waive, in writing, such extension; the Company will provide the Representatives and each case, on or after stockholder subject to the 120Lock-day anniversary Up Period pursuant to the lock-up letters described in Section 4(u) with prior notice of any such announcement that gives rise to an extension of the First Merger so long as such registration statement is not declared effective until Lock-up Period; if the 181Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-day anniversary up letter described in Section 4(u) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the Prospectus;release or waiver substantially in the form of Exhibit B hereto, and the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver. (rt) not to, and to use its best commercially reasonable efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (su) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the RepresentativeRepresentatives, prior to the first Date of DeliveryInitial Sale Time, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at that the Company will comply with all of the provisions of any time during the 60-day period after undertakings in the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or eventStatement; (w) in connection with the Directed Share Program, to ensure that the Directed Shares will be restricted from sale, transfer, assignment, pledge or hypothecation to the same extent as sales and dispositions of Common Stock would be restricted pursuant to a letter substantially in the form of Exhibit A hereto, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. will notify the Company as to which Directed Share Participants will need to be so restricted. At the request of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., the Company will continue direct the transfer agent to use its best efforts to meet the requirements to qualify place stop transfer restrictions upon such securities for such period of time as a REITis consistent with Exhibit A; (x) that to comply with all applicable securities and other applicable laws, rules and regulations in each jurisdiction in which the Company and each Transaction Party will use its best efforts to cause Directed Shares are offered in connection with the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second MergerDirected Share Program; (y) the Company represents and agrees that, without the prior consent of the Representatives, (i) it did not make any Section 5(d) Communications prior to the initial filing of the Registration Statement and (ii) it has not made and will not make any written Section 5(d) Communications that contain “issuer information” as defined in Rule 433 under the Securities Act; each Underwriter represents and agrees that, without the prior consent of the Company and each Aames Transaction Party will the Representatives, (i) it did not make any Section 5(d) Communications pri

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Company hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may designate and to maintain such qualifications in effect as long as requested by the Representative Representatives for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares); (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative Representatives promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, ; (d) to furnish a copy thereof of each proposed Free Writing Prospectus to the Representative Representatives and counsel for the Underwriters and make no such obtain the consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to which the Representative shall reasonably object; (dRule 433(d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act RegulationsAct, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto; (e) to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (f) to advise the Representative Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representatives shall reasonably object in writing; (fg) to furnish to the Representative Underwriters for a period of three five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, FINRA or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) exchange and (iii) such other information as the Representative Underwriters may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (gh) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative Representatives or counsel for the Underwriters, (i) would require the making of any change in the Prospectus then being used or the Disclosure Package so that the Prospectus or the Disclosure Package would not include 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 the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares, or (iii) if it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s 's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleadingmisleading or , in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulationslaw; (hi) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that may, in the judgment of the Company or the RepresentativeRepresentatives, be required by the Securities Act or requested by the Commission; (ij) prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing; (k) to furnish promptly to the Representative Representatives a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative Representatives may reasonably request; (jl) to furnish to the RepresentativeRepresentatives, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and Commission, during the period referred to in paragraph (fi) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such the period of five years hereafter to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (km) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “"Use of Proceeds” " in the ProspectusProspectus and the Disclosure Package; (ln) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing quotation of the Shares on the NYSE, New York Stock Exchange and to file with the NYSE New York Stock Exchange all documents and notices required by the NYSE New York Stock Exchange of companies that have securities that are traded; (p) to engage traded and maintain, at its expense, a registrar and transfer agent quotations for the Shares; (q) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”). In respect of the Company only, the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued are reported by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common New York Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the ProspectusExchange; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Company hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares); (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effectiveeffective under the Securities Act or the Securities Act Regulations; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree agree) and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required T promulgated by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, Commission; (d) to furnish a copy thereof of each proposed Free Writing Prospectus to the Representative and counsel for the Underwriters and make no such filing to which obtain the consent of the Representative shall reasonably object; (dprior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act RegulationsAct, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto; (e) to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (f) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement that become known to the Company, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Representative promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representative shall reasonably object in writing; (fg) to furnish to the Representative Underwriters for a period of three five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, FINRA or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) exchange and (iii) such other information as the Representative Underwriters may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (gh) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act Regulations) is required to be delivered under the Securities Act Regulations whichif, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, (i) such event or development would require the making of any change in the Prospectus then being used or the Disclosure Package so that the Prospectus or the Disclosure Package would not include 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 the light of the circumstances under which they were made, not misleading, (ii) as a result of such event or development any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares, or (iii) if it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act Regulations) is so delivered, be misleadingmisleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulationslaw; (hi) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that may, in the reasonable judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (ij) prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and obtain the consent of the Representative to the filing; (k) to furnish promptly to the Representative a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference thereintherewith) and such number of conformed copies of the foregoing as the Representative may reasonably request; (jl) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (f4(g) above, a copy of any document proposed to file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (km) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the ProspectusProspectus and the Disclosure Package; (ln) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing quotation of the Shares on the NYSE, Nasdaq Global Market and to file with the NYSE Nasdaq Global Market all documents and notices required by the NYSE Nasdaq Global Market of companies that have securities that are tradedtraded and quotations for which are reported by the Nasdaq Global Market; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of refrain, from the date hereof until 180 days from after the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoingforegoing (other than a registration statement on Form S-8 for any equity compensation plans or grants described in the Prospectus and Disclosure Package, including for resale of shares held through the Company’s Employee Stock Ownership Plan and resale of shares issuable on options to employees outstanding as of the date hereof), or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, or (C) the redemption by Aames Financial any grant of its 5.5% convertible subordinated debentures options to purchase stock, or the issuances any issuance of shares of restricted Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may notequity-based awards, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP the equity compensation plans implemented or disclosed in accordance with the Registration Rights Prospectus and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the ProspectusDisclosure Package; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) subject to the exceptions heretofore granted by the Representatives, use commercially reasonable efforts to cause each 1% significant shareholder (including employees holding options or greater stockholderother forms of equity compensation), officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of DeliveryInitial Sale Time, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9November 25, 20042009 (as amended on February 28, 2011) between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Companyinsurance, which shall apply to the offering contemplated hereinherein and be for an amount customary for an offering of this type and size; (v) if if, at any time during the 6090-day period after the Registration Statement becomes effectivedate of the Prospectus, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company will continue to use its best efforts to meet comply with all of the requirements to qualify as a REIT;provisions of any undertakings in the Registration Statement; and (x) that the Company (i) will comply with all applicable securities and other applicable laws, rules and regulations, including without limitation, the rules and regulations of FINRA, in each Transaction Party jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program and (ii) will use its best efforts to cause pay all reasonable fees and disbursements of counsel incurred by the Second Merger to be effected Underwriters in connection with the Directed Share Program and completed no later than two (2) business days after any stamp duties, similar taxes or duties or other taxes, if any, incurred by the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of Underwriters in connection with the Second Merger; (y) that the Company and each Aames Transaction Party will Directed Share Program.

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) The Company hereby covenants and (x) below only, SFP, hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under (or otherwise obtaining exemptions from the application of) the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications qualifications, registrations, and exemptions, as applicable, in effect as long as requested by the Representative for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares)) where it is not presently qualified; and to promptly advise the Representative of the receipt by the Company of any notification with respect to the suspension of the qualification, registration, or exemption of the Shares for offer or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) if, at the time this Agreement is executed and delivered, it is necessary for (i) a post-effective amendment to the Registration Statement or the S-4 (ii) a Rule 462(b) Registration Statement to be declared filed with the Commission and become effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor use its reasonable best efforts to cause such post-effective amendment or Rule 462(b) Registration Statement to become effective and will pay any applicable fees in accordance with the Securities Act as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, (i) when such post-effective amendment or Rule 462(b) Registration Statement has become effectiveeffective and (ii) if Rule 430A under the Securities Act is used, when the Prospectus has been filed with the Commission pursuant to Rule 424(b) under the Securities Act (which the Company agrees to file in a timely manner in accordance with such Rules); (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) ), and for so long as a prospectus relating to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act RegulationsAct, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇E▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act RegulationsAct; (e) to furnish a copy of each proposed Free Writing Prospectus (or any amendment or supplement thereto) to the Representative and counsel for the Underwriters for review, a reasonable amount of time prior to the proposed time of filing or use thereof, and obtain the consent of the Representative prior to referring to, using or filing with the Commission any Free Writing Prospectus (or any amendment or supplement thereto) pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto; (f) to comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (g) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or ; (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement; or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Representative promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representative shall reasonably object in writing; (fh) to furnish to the Representative Underwriters for a period of three five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports reports, proxy statements, or other communications supplied to holders of shares of Common Stock in the form so supplied, Stock; (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, FINRA or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) ; and (iii) such other information as the Representative Underwriters may reasonably request regarding the Company and the Subsidiaries; , provided, if applicable in the case of subclauses (ii) and (iii) abovehowever, that any information that is reasonably deemed by the Company to requirements of this Section shall be confidential will be subject satisfied to the execution and delivery of customary non-disclosure agreements in favor of the Company extent that such reports, statement, communications, financial statements or other documents are reasonably satisfactory to the Representativeavailable on E▇▇▇▇; (gi) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, (i) would require the making of any change in the Prospectus then being used or the Disclosure Package so that the Prospectus or the Disclosure Package would not include 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 the light of the circumstances under which they were made, not misleading, ; (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares; or (iii) if it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is so delivered, be misleadingmisleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulationslaw; (hj) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (ik) prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and obtain the consent of the Representative to the filing; (l) to furnish promptly to the Representative a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (jm) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and Commission, during the period referred to in paragraph (fi) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such the period of five years hereafter to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act RegulationsAct; (kn) to refrain from taking any action that would result in an Underwriter or the Company being required to file with the Commission a Free Writing Prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder; (o) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the ProspectusRegistration Statement, the Prospectus and the Disclosure Package; (lp) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions and of Rule 158 of under the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; provided, however, that the requirements of this section shall be satisfied to the extent such statement is available on E▇▇▇▇; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (oq) to use its best efforts to list the Shares on the NYSE and to maintain the listing quotation of the Shares on the NYSE, Nasdaq and to file with the NYSE Nasdaq all documents and notices required by the NYSE Nasdaq of companies that have securities that are tradedtraded and quotations for which are reported by Nasdaq; (pr) to comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated by this Agreement, the Registration Statement, the Disclosure Package and the Prospectus; (s) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (qt) to refrain during invest or otherwise use the proceeds received by the Company from its sale of the Shares, and to continue to operate its business, in such a period manner as would not require the Company or any of its Subsidiaries to register as (i) an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act or (ii) an “investment adviser” as such term is term is defined in the Investment Advisers Act; (u) to refrain, from the date hereof until 180 days from after the date of the ProspectusProspectus (such period, the “Company Lock-up Period”), without the prior written consent of the Representative (which consent may be withheld in the Representative’s sole discretion), from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing or confidentially submitting any registration statement under the Securities Act with respect to any of the foregoing, ; or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or settlement of an option equity award, or the exercise of a warrant, outstanding on the date hereof and referred to in the Prospectus, or (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances any issuance of shares of Common Stock upon or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described in the conversion Registration Statement, the Disclosure Package and the Prospectus, but only if the holders of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP securities agree in accordance writing with the Registration Rights and Governance Agreement (as in effect on Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Company Lock-up Period without the date hereof) and/or (2) affiliates prior written consent of the Representative (which consent may be withheld in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectusits sole discretion); (rv) not to, to cause its Subsidiaries not to, and to use its best efforts to cause ensure its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreementindirectly, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, ; (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares Shares; or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company and shall, and shall cause each of its Subsidiaries officers, directors and affiliates to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) During the Company Lock-up Period, (i) to enforce all Lock-up Agreements that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or other securities or any of the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will continue direct the transfer agent to use its best efforts to meet the requirements to qualify as a REIT; (x) that place stop transfer restrictions upon any such securities of the Company that are bound by such Lock-up Agreements for the duration of the periods contemplated in such agreements and each Transaction Party will use its best efforts (ii) to cause announce the Second Merger Underwriters’ intention to be effected and completed no later than two release any director or “officer” (2within the meaning of Rule 16a-1(f) business days after under the date Exchange Act) of this the Company from any of the restrictions imposed by any Lock-up Agreement, and shall not take any actionby issuing, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will through a major news

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, 4.1 The Company hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may designate and to maintain such qualifications in effect as long as requested by the Representative Representatives for the distribution of the Shares, ; provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent take any action that could subject it to the general service of process under the laws of in any such state (except, in respect of the Company only, service of process with respect jurisdiction where it is not presently qualified or where it could be subject to the offering and sale of the Shares)taxation as a foreign corporation or partnership; (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effectivepossible; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the second day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time)) on the second day following the execution and delivery of this Agreement Agreement, or on such other day as the parties may mutually agree) , to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇E▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative Representatives promptly and (if requested by the RepresentativeRepresentatives) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; and to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or Prospectus and to file no such amendment or supplement to which the Representatives shall reasonably object in writing; (f) to furnish to the Representative Underwriters for a period of three five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or Commission, the NASD and any material reports filed by the Company with or any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as the Representative Underwriters may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the RepresentativePIC; (g) to advise the Representative Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act or the Securities Act Regulations whichthat, in the judgment of the Company or in the reasonable opinion of the Representative Representatives or counsel for the Underwriters, would could require the making of any change in the Prospectus then being used so that the Prospectus would not include an any 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulations; (h) to file promptly with the Commission any amendment to the Registration Statement, S-4 Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company or the RepresentativeRepresentatives, be required by the Securities Act or requested by the Commission; (i) prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 under the Securities Act, to furnish for review a copy thereof to the Representatives and counsel for the Underwriters and not to file any such proposed amendment or supplement to which the Representatives reasonably object; (j) to furnish promptly to the Representative Representatives upon request a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative Representatives may reasonably request; (jk) to furnish to the RepresentativeRepresentatives, not less than two one business days day before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred in which a Prospectus relating to in paragraph (f) abovethe Shares is required to be delivered under the Securities Act or the Securities Act Regulations, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (kl) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (lm) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than 90 days after the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with satisfying the provisions of Section 11(a) of the Securities Act (in such form, at the option of the Company, complying as complies with the provisions of Rule 158 of under the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing quotation of the Shares on the NYSE, Nasdaq National Market and to file with the NYSE Nasdaq National Market all documents and notices required by the NYSE Nasdaq National Market of companies that have securities that are tradedtraded and quotations for which are reported by the Nasdaq National Market; (po) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (qp) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the RepresentativeFBR, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) aboveotherwise; provided, a “Transfer”). In respect of the Company onlyhowever, that the foregoing sentence shall not apply to (A) grants of stock options or restricted stock to employees, consultants or directors pursuant to an employee benefit plan in existence on the Shares to be sold hereunderdate hereof and described in the Prospectus, (B) any shares of Common Stock issued by the Company upon the exercise of an any option or warrant outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures Prospectus or the issuances of in exchange for shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive PlanClass B common stock, provided par value $0.01 per share, provided, in the case of securities issued pursuant to clause (A) and (B), that the holder grantees or recipients thereof agree not to sell, offer, dispose of or otherwise transfer any such option stock options (or other interest or right may not, directly or indirectly, Transfer the shares underlying such options, interests and/or rights within ) or Common Stock during such 180-day period or (E) without the filing by the Company prior written consent of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the ProspectusFBR; (rq) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly indirectly, prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (sr) to cause each 1% or greater stockholderexecutive officer named in the Prospectus, officer director and director all other stockholders of the Company and Aames Financial I to furnish to the RepresentativeRepresentatives, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (us) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar the minimum amount of [$___]; (t) to not, without the prior written consent of the Representatives, which consent shall not unreasonably be withheld, further amend the PIC Agreement, or agree to waive a condition to the closing of transactions contemplated by the PIC Agreement, if any such amendment or waiver would result in a material change adverse to the Company, which shall apply or to the offering terms of the PIC Agreement or the transactions contemplated herein;thereby. (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (wu) that the Company will continue comply with all of the provisions of any undertakings in the Registration Statement and will file with the Commission such reports as may be required pursuant to use its best efforts to meet Rule 463 of the requirements to qualify as a REIT;Securities Act Regulations; and (xv) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any actioninvest, or refrain otherwise use the proceeds received by the Company from taking any action, that would delay or prevent closing its sale of the Second Merger; (y) that Shares in such a manner as would require the Company and each Aames Transaction Party will to register as an investment company under the Investment Company Act.

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Company hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky Blue Sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may designate and to maintain such qualifications in effect as long as requested by the Representative Representatives for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares); and in each jurisdiction in which the Shares have been so qualified, to file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect as long as requested by the Representatives for the distribution of the Shares; (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor use its best efforts to cause such post-effective amendment to become effective as soon as possible and will advise the Representative Representatives promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act, or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters Underwriters, without charge, copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise comply with the Representative promptly requirements of Rules 164 and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under 433 of the Securities Act RegulationsRegulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (e) to advise the Representative Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ any Preliminary Prospectus, the Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representatives shall reasonably object in writing; (f) to furnish to the Representative for a period of three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so supplied, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as the Representative may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (g) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating (or in lieu thereof the notice referred to in Rule 173(a) under the Shares Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative Representatives or counsel for the Underwriters, (i) would require the making of any change in the Prospectus then being used or the Disclosure Package so that the Prospectus or the Disclosure Package would not include 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 the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, or (iii) if it is necessary at any time to amend or supplement the Registration Statement, the Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s 's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, include an untrue statement of a material fact or omit to state a material fact required to be misleadingstated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulationsapplicable laws; (hg) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that may, in the judgment of the Company or the RepresentativeRepresentatives, be required by the Securities Act or requested by the Commission; (h) prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing; (i) to furnish promptly to the each Representative a signed conformed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request); (j) to furnish to file for a period of two years from the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (f) abovethis Agreement, a copy of any document proposed all documents required to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (k) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “"Use of Proceeds” " in the ProspectusProspectus and the Disclosure Package; (l) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are traded; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (qn) to refrain during a period of refrain, from the date hereof until 180 days from after the date of the ProspectusProspectus (the "Lock-Up Period"), without the prior written consent of the Representative▇▇▇▇▇▇▇, Sachs & Co., from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”). In respect of the Company only, the foregoing sentence shall not apply to (Ai) the Shares to be sold hereunder, ; (Bii) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on options; (iii) in connection with awards under the date hereof Company's benefit plans; and referred to in the Prospectus, (Civ) the redemption offer and sale by Aames Financial of its 5.5% convertible subordinated debentures or the issuances Company of shares of Common Stock upon or any securities convertible into or exercisable or exchangeable for Common Stock, representing in the conversion aggregate no more than 6,273,632 shares of such debenturesCommon Stock on an as-converted basis, (D) options and other interests and rights granted under in connection with the Company’s Equity Incentive Plan, acquisition of or joint venture with or merger with another company; provided that the holder recipient(s) of such option shares or other interest securities furnishes to the Representatives a letter substantially in the form of Exhibit B hereto); or right may not, directly or indirectly, Transfer such options, interests and/or rights within filing during such 180-day period any registration statement for any shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock except as contemplated by this Agreement; provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or announces material news or a material event or (Eii) prior to the filing by expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last day of a registration statement under the Securities Act pursuant to a request by (1) SFP initial Lock-Up Period, then in accordance with each case the Registration Rights and Governance Agreement (as in effect Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date hereof) and/or (2) affiliates of release of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares earnings results or the announcement of the Company’s common stockmaterial news or material event, as applicable, unless ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. waives, in writing, such extension; the Company will provide the Representatives and each case, on or after stockholder subject to the 120Lock-day anniversary Up Period pursuant to the lockup letters described in Section 4(p) below with prior notice of any such announcement that gives rise to an extension of the First Merger so long as such registration statement is not declared effective until the 181Lock-day anniversary of the date of the ProspectusUp Period; (ro) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (sp) to cause each 1% or greater stockholderSelling Stockholder, officer and director of the Company and Aames Financial I to furnish to the RepresentativeRepresentatives, prior to the first Date of DeliveryInitial Sale Time, a letter or letters, substantially in the form of Exhibit A B hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or make any public announcement of any intention to do any of the foregoing, in each case for a period of 180 days from the date hereof until the expiration of the ProspectusLock-Up Period, without the prior written consent of ▇▇▇▇▇▇▇, Sachs & Co. on behalf of the RepresentativeUnderwriters; provided, however, that if (i) during the letter agreement with SFP may permit SFP last 17 days of the Lock-Up Period, the Company releases earnings results or announces material news or a material event or (ii) prior to exercise its demand registration rights under the Registration Rights and Governance Agreement (as expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the Lock-Up Period, then in effect each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date hereof) of release of the earnings results or the announcement of the material news or material event, as applicable, unless ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. waives, in writing, such extension; provided that notwithstanding the foregoing, subject to applicable securities laws and include Shares owned by SFP the restrictions contained in a registration statement filed by the Company's charter, the Selling Stockholder, officer or director may, pursuant to the terms of such letter as set forth in Exhibit B, transfer securities of the Company as follows: (i) pursuant to the exercise of options (provided that any such securities received upon exercise shall be subject to these provisions); (ii) as a bona fide gift or gifts; (iii) to any trust for the direct or indirect benefit of such person or the immediate family of such person; (iv) as a distribution to stockholders, partners or members; (v) as required under any of the Securities Act Company's benefit plans or bylaws; (vi) as required by participants in the Company's benefit plans to reimburse or pay Federal income tax and withholding obligations in connection with the vesting of restricted stock grants; and (vii) as collateral for any bona fide loan; provided, however, that in any such case it shall be a condition to any such transfer, distribution or pledge that the transferee, donee, lender or other recipient execute an agreement stating that such recipient is receiving and holding such securities subject to the same provisions hereof, and there shall be no transfer of such securities except in accordance with the restrictions hereof; and, in addition, notwithstanding the above provisions, the Selling Stockholder, officer or director may sell securities of the Company acquired in the open market after the Closing Time, so long as such registration statement complies sale does not require any filing with the restrictions thereon set forth in Section 4(q)(E) Commission or regulatory body or any public announcement, under the Securities Exchange Act of this Agreement; (t) that the provisions of the letter agreement dated January 91934, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will as

Certain Covenants. Each of The Issuer and the CompanyGuarantors, each Aames Transaction Party andjointly and severally, agree with respect to (a) and (x) below only, SFP, hereby agrees with each Underwriterthe Initial Purchasers: (a) to furnish such information to the Initial Purchasers promptly, without charge, during the period referred to in Section 5(c) hereof, as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution many copies of the Shares, provided that neither the Company nor Offering Circular and any other Transaction Party shall be required to qualify amendments and supplements thereto as a foreign corporation or to consent to the service of process under the laws of any such state (except, in respect of the Company only, service of process with respect to the offering and sale of the Shares)they may reasonably request; (b) ifthat, at during such period after the time this Agreement is executed date hereof and delivered, it is necessary for a post-effective amendment prior to the Registration Statement or the S-4 to be declared effective before the offering completion of the Shares may commence or distribution of the Second Merger may closeSecurities by the Initial Purchasers, NRF and the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and Issuer will advise the Representative promptly and, if requested of any proposal to amend or supplement the Final Circular (including by means of any filings with the Commission made pursuant to the Exchange Act or the rules and regulations of the Commission promulgated thereunder and will not effect such amendment or supplement without the consent of the Representative, not to be unreasonably withheld, except that nothing contained in this Section 5(b) shall prohibit NRF and the Issuer from filing with the Commission any report or schedule which NRF and the Issuer, on the advice of counsel, believes is required to be filed in order to comply with applicable law; neither the consent of the Representative, nor the Representative’s delivery of any such amendment or supplement, will confirm constitute a waiver of any of the conditions set forth in Section 7 hereof; and if at any time prior to the completion of the distribution of the Securities by the Initial Purchasers, NRF and the Issuer have issued or shall have issued any written communication, which would be deemed a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations if the placement of the Securities contemplated by this Agreement were conducted as a public offering made pursuant to a registration statement filed with the Commission under the Securities Act (a “Supplemental Offering Document”), and there occurred or occurs an event or development as a result of which such advice Supplemental Offering Document conflicted or would conflict with the information contained in writingthe Disclosure Package or the Final Circular or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, when in the light of the circumstances prevailing at that subsequent time, not misleading, NRF and the Issuer will (i) notify the Representative of the same (this clause (i) does not apply to statements in or omission from any document in the Disclosure Package, any Supplemental Offering Document or the Final Circular in reliance upon and in conformity with written information furnished to NRF or the Issuer by or on behalf of the Initial Purchasers specifically for use therein), (ii) subject to the requirements of this Section 5(b), prepare at their own expense and provide to the Initial Purchasers pursuant to Section 5(a) hereof, an amendment or supplement that will correct such post-effective amendment has become effectivestatement or omission, and (iii) supply any supplemented or amended Supplemental Offering Document to the Initial Purchasers and counsel for the Initial Purchasers without charge in such quantities as may be reasonably requested; (c) that, if at any time prior to prepare the Prospectus in a form approved completion of the sale of the Securities by the Underwriters and file such Prospectus (or Initial Purchasers, any event occurs as a term sheet result of which the Final Circular, as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as then amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; (f) to furnish to the Representative for a period of three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so supplied, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as the Representative may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (g) to advise the Representative promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriterssupplemented, would require the making of include any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is should be necessary at any time to amend or supplement the Prospectus Final Circular to comply with applicable law, NRF and the Issuer will promptly (i) notify the Representative of the same (this clause (i) does not apply to statements in or omission from any document in the Disclosure Package, any Supplemental Offering Document or the Final Circular in reliance upon and in conformity with written information furnished to NRF or the Issuer by or on behalf of the Initial Purchasers specifically for use therein), (ii) subject to the requirements of Section 5(b) hereof prepare at their own expense and provide to the Initial Purchasers pursuant to Section 5(a) hereof, an amendment or supplement that will correct such statement or omission or effect such compliance, and (iii) supply any supplemented or amended Final Circular to the Initial Purchasers and counsel for the Initial Purchasers without charge in such quantities as may be reasonably requested; (d) to cooperate with the Representative for the qualification of the Securities for sale by the Initial Purchasers under the laws of such jurisdictions as the Representative reasonably may designate and will maintain such qualifications in effect as long as reasonably requested by the Representative for the sale of the Securities by the Initial Purchasers; provided, however, that NRF and the Issuer shall not be required to qualify to do business in any jurisdiction in which it is not then so qualified, to file any general consent to service of process or to take any other action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject; and NRF and the Issuer will promptly advise the Representative of the receipt by the Issuer of any written notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (e) to use commercially reasonable efforts to do and perform all things reasonably required to be done and performed by it under this Agreement prior to or after the Initial Closing Date and to satisfy all conditions precedent on their part to the obligation of the Initial Purchasers to purchase and accept delivery of the Securities; (f) that none of the Issuer, the Guarantors, any of their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers or any of their respective Affiliates, as to whom the Issuer and the Guarantors express no representations or agreements) will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Securities Act; (g) that none of the Issuer, the Guarantors, any of their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers or any of their respective Affiliates, as to whom the Issuer and the Guarantors express no representations or agreements) will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities; (h) so long as any of the Securities are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act and Regulations, at any time at which the Securities Act Regulations and, during such timeIssuer is not then subject to Section 13 or 15(d) of the Exchange Act, to promptly prepare provide at the Issuer’s expense to each holder, each beneficial owner and furnish to the Representative copies each prospective purchaser (as designated by such holder) of the proposed amendment or supplement before filing any such amendment or supplement with Securities, upon the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment such holder, beneficial owner or prospective purchaser, the information required to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light be provided by Rule 144A(d)(4) of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulations; (h) to file promptly with the Commission any amendment to the Registration Statement, S-4 or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (i) to furnish promptly to cooperate with the Representative a signed copy and use their commercially reasonable efforts to permit the Securities to be eligible for clearance and settlement through the facilities of the Registration Statement and S-4, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably requestDTC; (j) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (f) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (k) to apply the net proceeds of from the sale of the Shares Securities by the Issuer in accordance with its the statements under the caption “Use of Proceeds” in the ProspectusDisclosure Package and the Final Circular; (lk) not to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are traded; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative, fromtake, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, or entering into any transaction or device action which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”). In respect of the Company only, the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectus; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, has constituted or which might in the future reasonably be expected to cause or result in, the in stabilization or manipulation of the price of any security of the Company, Issuer and the Guarantors to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation MSecurities; (sl) to cause each 1% or greater stockholder, officer in connection with the offer and director sale of the Company and Aames Financial I Securities, not to furnish to the Representative, prior to the first Date of Delivery, a letter offer Securities or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or other securities convertible into or exchangeable or exercisable or redeemable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, the Securities in whole or a manner in part, any violation of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this AgreementAct; (tm) that not to distribute any prospectus or other offering material, other than the provisions Disclosure Package and the Final Circular, in connection with the offer and sale of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereinSecurities; (un) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company NRF will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code until its Board of Directors determines that it is no longer in the best interests of NRF to qualify as a REIT; (xo) beginning with the taxable year that begins on the Company and each Transaction Party first day that NRE ceases to be a “qualified REIT subsidiary” of NRF, NRE will use its best efforts to cause meet the Second Merger requirements to be effected and completed qualify as a REIT under the Code until its board of directors determines that it is no later than two (2) business days after longer in the date best interest of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second MergerNRE to qualify as a REIT; (yp) that the Company transfer restrictions and each Aames Transaction Party the other provisions set forth in the Disclosure Package and the Final Circular under the caption “Notice to Investors,” including the legend required thereby, shall apply to the Securities except as otherwise agreed by NRF, the Issuer and the Representative; and (q) that NRF and the Issuer will not, and will not permit any of its Affiliates to, resell any Securities that have been acquired by any of them.

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) For so long as the Representative may designate and to maintain such qualifications in effect as long as requested by Institutional Purchaser or any of its affiliates holds Shares or any shares of Preferred Stock, the Representative for the distribution of the Shares, provided that neither the Company nor any other Transaction Party Corporation shall be required to qualify as a foreign corporation or to consent deliver to the service of process under the laws of any Institutional Purchaser and such state (except, in respect of the Company only, service of process with respect to the offering and sale of the Shares); (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may close, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; (f) to furnish to the Representative for a period of three years from the date of this Agreement (i) affiliates as soon as available, copies consolidated statements of all annualincome and cash flows of the Corporation and its Subsidiaries for each month and for the period from the beginning of the fiscal year to the end of such month, quarterly and current reports consolidated balance sheets of the Corporation and its Subsidiaries as of the end of such fiscal month, setting forth in each case comparisons to the Corporation’s annual budget and to the corresponding period in the preceding fiscal year, in each case prepared in accordance with GAAP. (b) For so long as the Institutional Purchaser or other communications supplied to holders any of its affiliates holds Shares or any shares of Common Stock in Preferred Stock, the form so suppliedCorporation shall permit the Institutional Purchaser and its affiliates and any of their respective Representatives, upon reasonable notice and during normal business hours and at such other times as the Institutional Purchaser or its affiliates may reasonably request, to (i) visit and inspect any of the properties of the Corporation and its Subsidiaries, (ii) as soon as practicable after examine the filing thereof, corporate and financial records of the Corporation and its Subsidiaries and make copies of all reports filed by the Company with the Commission thereof or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) extracts therefrom and (iii) discuss the affairs, finances and accounts of any such other information as corporations with the Representative may reasonably request regarding directors, officers and key employees of the Company Corporation and its Subsidiaries, and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (g) to advise the Representative promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Representative copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulations; (h) to file promptly with the Commission any amendment to the Registration Statement, S-4 or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (i) to furnish promptly to the Representative a signed copy of the Registration Statement and S-4, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (j) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (f) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (k) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (l) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are traded; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”). In respect of the Company only, the foregoing sentence Corporation shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectus; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger independent accountants of the Corporation and its Subsidiaries to be effected available to the Institutional Purchaser, its affiliates and completed no later than two their respective Representatives (2at reasonable times and upon reasonable notice); provided however, that in the case of each of Section 5.9(a) business days after and 5.9(b) hereof, the date of this AgreementInstitutional Purchaser shall, and shall not take any actioncause its Representatives to, or refrain from taking any action, that would delay or prevent closing be bound by the provisions of the Second Merger; (y) that the Company and each Aames Transaction Party will Section 5.8(a).

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Company hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may designate and to maintain such qualifications in effect as long as reasonably requested by the Representative Representatives for the distribution of the Shares, ; provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent take any action that would subject it to the general service of process under the laws of in any such state (except, in respect of the Company only, service of process with respect jurisdiction where it is not presently qualified or where it would be subject to the offering and sale of the Shares)taxation as a foreign corporation; (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative Representatives promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form reasonably approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the second day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time)) on the second day following the execution and delivery of this Agreement Agreement, or on such other day as the parties may mutually agree) , to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative Representatives promptly and (and, if requested by the Representative) Representatives, to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative Representatives immediately, and, if requested by the Representatives, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; and to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or Prospectus and to file no such amendment or supplement to which the Representatives shall reasonably object in writing; (f) to furnish to the Representative Underwriters for a period of three five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliednot publicly available, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or Commission, the NASD and any material reports filed by the Company with or any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be exchange not publicly available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information not publicly available as the Representative Underwriters may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (g) to advise the Representative Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act or the Securities Act Regulations whichthat, in the judgment of the Company or in the reasonable opinion of the Representative Representatives or counsel for the Underwriters, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s 's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulations; (h) to file promptly with the Commission any amendment to the Registration Statement, S-4 Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company or the RepresentativeRepresentatives, be required by the Securities Act or requested by the Commission; (i) prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 under the Securities Act, to furnish for review a copy thereof to the Representatives and counsel for the Underwriters and not to file any such proposed amendment or supplement to which the Representatives reasonably object; (j) to furnish promptly to the Representative Representatives a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative Representatives may reasonably request; (jk) to furnish to the RepresentativeRepresentatives, not less than two one business days day before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred in which a Prospectus relating to in paragraph (f) abovethe Shares is required to be delivered under the Securities Act or the Securities Act Regulations, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (kl) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “"Use of Proceeds” " in the Prospectus; (lm) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than 45 days after the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration StatementStatement (or later than 90 days, if such fiscal quarter is the last fiscal quarter of the Company's fiscal year) an earnings statement complying with satisfying the provisions of Section 11(a) of the Securities Act (in such form, at the option of the Company, complying as complies with the provisions of Rule 158 of under the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best commercially reasonable efforts to list the Shares on the NYSE and to maintain the listing of the Shares and the Reincorporation Shares on the NYSE, New York Stock Exchange until the third anniversary of the date hereof and during the time that the Shares are listed on the New York Stock Exchange to file with the NYSE New York Stock Exchange all documents and notices required by the NYSE New York Stock Exchange of companies that have securities that are tradedtraded on the New York Stock Exchange; (po) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (qp) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the RepresentativeRepresentatives, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) aboveotherwise; provided, a “Transfer”). In respect of the Company onlyhowever, that the foregoing sentence shall not apply to grants of stock options or restricted stock to employees, consultants or directors pursuant to an employee benefit plan in existence on the date hereof and described in the Prospectus (Athe "Employee Benefit Plan"), provided that the grantees thereof agree not to sell, offer, dispose of or otherwise transfer any such stock options (or the shares underlying such options) or Common Stock during such 180-day period without the Shares prior written consent of the Representatives, provided, further, that during the three year period immediately following the date of this Agreement, the aggregate number of shares granted under the Employee Benefit Plan (whether in the form of restricted stock, stock options or any other award permitted under the Employee Benefit Plan) shall not exceed 2.5% of the Common Stock outstanding at any given time; and during the three year period immediately following the date of this Agreement, the Company agrees not to be sold hereunder, (B) grant any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% or securities convertible subordinated debentures or the issuances of shares of into Common Stock upon the conversion of such debentures, (D) options and under any other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectusemployee benefit plan; (rq) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly indirectly, prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (sr) use its commercially reasonable efforts to cause each 1% or greater stockholder, executive officer and director of the Company and Aames Financial I to furnish to the RepresentativeRepresentatives, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (us) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, minimum amount of $5 million which shall apply to the offering contemplated herein; (vt) if at that the Company will comply with all of the provisions of any time during the 60-day period after undertakings in the Registration Statement becomes effective, any rumor, publication or event relating and will file with the Commission such reports as may be required pursuant to or affecting Rule 463 of the Securities Act Regulations; (u) that the Company shall occur will use its commercially reasonable efforts to meet the requirements to qualify as a result REIT under the Code for each of which, the taxable years in the reasonable opinion period ending December 31, 2008; (v) that the Company will disclose in each annual report distributed to stockholders pursuant to Section 13(a) of the Representative, the market price Exchange Act a per share estimated value of the Common Stock has been or is likely to be materially affected (regardless of whether such rumorStock, publication or event necessitates a supplement to or amendment the method by which it was developed, and the date of the Prospectus) and after written notice from data used to develop the Representative advising the Company estimated value to the effect set forth above, to forthwith prepare, consult extent required by and in accordance with Rule 2710 of the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or eventNASD; (w) that the Company will continue not invest, or otherwise use the proceeds received by the Company from the sale of the Shares in such a manner as would require the Company or any of its Subsidiaries to use its best efforts to meet register as an investment company under the requirements to qualify as a REITInvestment Company Act; (x) that the Company and each Transaction Party will use its best commercially reasonable efforts to cause effectuate the Second Merger to be effected and completed no later than two (2) business days after transactions contemplated by the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will Reincorporation Agreements.

Certain Covenants. Each of The Company and the CompanyOperating Partnership, each Aames Transaction Party andjointly and severally, agree with respect to (a) and (x) below only, SFP, hereby agrees with each Underwriterthe Underwriters: (a) to furnish such information as may be required and otherwise to cooperate in each case qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may reasonably designate and to maintain such qualifications in effect as long as reasonably requested by the Representative Representatives for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to do business in any jurisdiction in which it is not then so qualified, to file any general consent to the service of process under the laws of or to take any such state (except, in respect of the Company only, other action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject. The Company will promptly advise the Representatives of the receipt by the Company of any written notification with respect to (i) the offering and sale suspension of the Shares)qualification of the Shares for sale in any jurisdiction or (ii) the initiation or threatening of any proceeding for such purpose; (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative Representatives, promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on within the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree time period set forth in Rule 424(b) and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the second business day following the execution and delivery date of this Agreement determination of the price per Share to be paid by the public in connection with the offering of the Shares or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative Representatives promptly (and (if requested required by the Representative) Representatives, to confirm such advice in writing, ) when the Registration Statement has become effective and when any post-effective amendment thereto becomes has become effective under the Securities Act Regulations; (e) to furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the reasonable consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto; (f) to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (g) to advise the Representative immediatelyRepresentatives immediately and, if requested by the Representatives, confirming such advice in writing, of (i1) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Prospectus, the Disclosure Package, or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii2) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possiblepossible and to advise the Representatives promptly of the lifting or removal of such order; to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representatives, upon advice of counsel after discussion with the Company and counsel for the Company, shall reasonably object in writing; (fh) unless otherwise publicly available in electronic format on the website of the Company or the Commission to furnish to the Representative Underwriters for a period of three two (2) years from the date of this Agreement (i1) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii2) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or the NASD and any material reports filed by national securities exchange on which any class of securities of the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) are listed; and (iii3) such other additional information as the Representative may Underwriters from time to time reasonably request regarding (any financial statements so requested to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries; provided, if applicable its subsidiaries are consolidated in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company reports furnished to be confidential will be subject its security holders generally or to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the RepresentativeCommission); (gi) to advise the Representative Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act or the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the UnderwritersCompany, (1) would require the making of any change result in the Prospectus then being used so that or the Prospectus would not include Disclosure Package containing an untrue statement of a material fact or omit omitting to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (2) would result in any Issuer Free Writing Prospectus conflicting with the information contained in the Registration Statement relating to the Shares or if the Prospectus, or (3) would make it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement or the Prospectus, or so that the Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulations; (hj) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that may, in the judgment of the Company or the RepresentativeCompany, be required by the Securities Act or requested by the Commission; (ik) except with respect to filings by the Company under the Exchange Act, during the period of time a Prospectus is required to be delivered in connection with the sale of Shares hereunder, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the reasonable consent of the Representatives to the filing; (l) to furnish promptly to the Representative Representatives a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request); (jm) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (fi) above, to furnish to the Representatives, not less than two (2) full business days before filing with the Commission, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (kn) to cooperate with the Representatives in permitting the Shares to be eligible for clearance and settlement through the facilities of DTC; (o) to apply the net proceeds of from the sale of Shares by the Shares Company in accordance with its the statements under the caption “Use of Proceeds” in the ProspectusProspectus and the Disclosure Package; (lp) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring eighteen (18) months after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in such form, at the option of the Company, complying as complies with the provisions of Rule 158 of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement); (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (oq) to use its commercially reasonable best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that seek to have securities that are tradedlisted on the NYSE; (pr) to engage and maintain, at its expense, a registrar and transfer agent for the Common Stock; (s) not to take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (qt) in connection with the offer and sale of the Shares, not to offer shares of Common Stock or any other securities convertible into or exchangeable or exercisable or redeemable for Common Stock in a manner in violation of the Securities Act; (u) not to distribute any prospectus or other offering material, other than the Registration Statement, the Prospectus and the Disclosure Package, in connection with the offer and sale of the Shares; (v) to refrain during a period of 180 30 days from the date of the Prospectus, without the prior written consent of the RepresentativeRepresentatives, from, directly or indirectly, (i1) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, voluntarily making any public announcement of a disposition or transfer, or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could would be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoingforegoing (except for (i) a registration statement on Form S-3 relating to a proposed dividend reinvestment plan or employee stock purchase plan of the Company, (ii) a registration statement on Form S-3 relating to shares of Common Stock issuable upon exchange of exchangeable notes issued by the Operating Partnership or any other Subsidiary, (iii) a universal shelf registration statement on Form S-3 and/or Form S-4 relating to securities that may be offered or sold by the Company, provided that the Company will not sell any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to such registration statement within 30 days from the date of the Prospectus, and (iv) a registration statement on Form S-8 with respect to grants of stock options, restricted stock, LTIP Units or other stock based awards to employees, consultants or directors pursuant to an employee benefit plan in existence on the date hereof), or (ii2) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold issued hereunder, (B) any shares of Common Stock issued by the Company in connection with employee benefit plans, stock option plans, long-term incentive plans, direct stock purchase plans and/or distribution reinvestment plans existing at the date of this Agreement, (C) any securities issued by the Company upon the exercise of an option option, warrants or rights outstanding on the date hereof and referred to directly or indirectly in the ProspectusProspectus and the Disclosure Package, (CD) grants of stock options, restricted stock or LTIP Units to employees, consultants or directors of the redemption by Aames Financial Company or its Subsidiaries pursuant to an employee benefit plan of its 5.5% convertible subordinated debentures the Company in existence on the date hereof and described in the Prospectus and the Disclosure Package, provided that the grantees thereof agree not to sell, offer, dispose of or otherwise transfer any such stock options (or the issuances shares underlying such options), restricted stock or LTIP Units or Common Stock during such 30-day period without the prior written consent of the Representatives, (E) any shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing issued by the Company upon redemption of any of the OP Units, (F) the issuance of Common Stock or units of the Operating Partnership in connection with the acquisition of assets in a registration statement under transaction exempt from the requirements of the Securities Act pursuant to a request by or (1G) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of Common Stock issued upon exchange of any exchangeable notes issued by the Company’s common stock, in each case, on Operating Partnership or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectusany other Subsidiary; (rw) not to, and to use its commercially reasonable best efforts to cause its officers, directors and affiliates not to, (i1) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii2) sell, bid for, purchase or or, except as provided herein, pay anyone any compensation for soliciting purchases of the Shares or (iii3) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing comply with all of the Second Mergerprovisions of any undertakings in the Registration Statement and will file with the Commission such reports as may be required pursuant to Rule 463 of the Securities Act Regulations; (y) that the Company and the Operating Partnership will use their best efforts to enable each Aames Transaction Party will of the Company and the Private REIT to meet the requirements to qualify as a REIT under the Code until the respective Board of Directors of the Company or the Pr

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, 4.1 The Company hereby agrees with each Underwriter: (a) To comply in all material respects with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and to use commercially reasonable efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (b) To furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares); (bc) ifIf, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (cd) to To prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (a.m., New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, including all exhibits and consents filed therewith, not later than 10:00 a.m. (a.m., New York City time) , on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act RegulationsAct, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇E▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (de) to To advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act RegulationsAct; (ef) to To advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; and to advise the Representative promptly of any proposal to amend or supplement the Registration Statement or Prospectus and to file no such amendment or supplement to which the Representative shall reasonably object in writing; (fg) to To furnish to the Representative Underwriters for a period of three years one year from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii) as soon as practicable after the filing thereof, copies of all non-confidential reports filed by the Company with the Commission or Commission, the NASD and any material reports filed by the Company with or any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) exchange and (iii) such other information as the Representative Underwriters may reasonably request regarding the Company and the Subsidiariesits subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) abovehowever, that to the extent any information that is reasonably deemed by such reports or filings are available to the general public at no cost at the Commission’s Internet web site, w▇▇.▇▇▇.▇▇▇, then in lieu of furnishing a copy of such reports or filings to the Underwriters, the Company to be confidential will be subject may, in its sole discretion, furnish the Underwriters with a hyperlink to the execution and delivery location of customary non-disclosure agreements in favor of such reports or filings on the Company that are reasonably satisfactory to the RepresentativeCommission’s Internet web site, w▇▇.▇▇▇.▇▇▇; (gh) to To advise the Representative Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the UnderwritersCompany, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, or if if, in the reasonable opinion of the Representative or counsel to the Underwriters, it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealersUnderwriters, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulationslaw; (hi) During such period as in the judgment of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, to file promptly with the Commission any amendment to the Registration Statement, S-4 Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or counsel for the RepresentativeUnderwriters, be required by the Securities Act or requested by the Commission; (ij) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 under the Securities Act, to furnish a copy thereof to the Representative and counsel for the Underwriters and to file no such amendment, supplement or Prospectus to which the Representative shall reasonably object in writing; (k) To furnish promptly to the Representative a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (thereto, including all exhibits filed therewith or incorporated by reference therein) therewith, and such number of conformed copies of the foregoing as the Representative may reasonably request; (jl) Upon the written request of the Representative, to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (fg) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act RegulationsAct; (km) to To apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (ln) to To make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act RegulationsAct) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to To use its best diligent, reasonable and good faith efforts to list the Shares on the NYSE and to maintain the listing quotation of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are tradedNasdaq National Market; (p) to To engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to To refrain during a period of 180 90 days from the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, ) any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, ; or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, ; (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to described in the Prospectus, ; (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of any shares of Common Stock upon issued pursuant to the conversion of such debentures, Company’s Stock Option Plan or any other stock plan or arrangement described in the Prospectus; or (D) options and other interests and rights granted under any shares of Common Stock issued as consideration for the Company’s Equity Incentive Plan, provided that the holder of such option acquisition (whether by merger or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (Eotherwise) the filing by the Company or any of its subsidiaries of all or substantially all of the capital stock or assets of any other entity or all or a substantial portion of the assets of a registration statement under the Securities Act pursuant to a request business operated by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectus;another entity. (r) not Not to, and to use its best diligent, reasonable and good faith efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, ; (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to To cause each 1% director or greater stockholder, officer and director (within the meaning of Section 16 of the Exchange Act) of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, Representative a letter or letters, substantially in the form of Exhibit A B hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) Except as set forth in Section 15 hereof, that the provisions of the letter agreement dated January 9March 24, 2004, as amended (the “Engagement Letter ”), between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that That the Company shall obtain or maintain, as appropriateappropriate in its sole discretion, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, minimum amount of $1 million which shall apply to the offering contemplated herein; (v) if If at any time during the 6025-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event;; and (w) that That the Company will continue to comply with all of the provisions of any undertakings in the Registration Statement. (x) To use its best efforts to meet (1) complete, by July 30, 2004, an examination of alternative ownership structures or financing arrangements such that neither the requirements Company nor any of its subsidiaries is a party to qualify as any transaction, agreement or arrangement with any of its officers or directors or entities formed or owned thereby, involving real properties used by the Company, including any such transaction, agreement or arrangement described in the Prospectus under the caption “Certain Relationships and Related Party Transactions,” and (2) implement, by October 30, 2004, such alternative ownership structures or financing arrangements. 4.2 Each Selling Stockholder hereby agrees, severally and not jointly, with each Underwriter: (a) To deliver to the Representative prior to the Closing Time a REITproperly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person, within the meaning of the Code) or Form W-9 (if the Selling Stockholder is a United States person, within the meaning of the Code); (xb) that If, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representative, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, such Selling Stockholder will promptly notify the Company; (c) Such Selling Stockholder agrees to furnish to the Representative a letter substantially in the form of Exhibit B hereto; and (d) Such Selling Stockholder agrees to deliver to the Company and each Transaction Party will use its best efforts or the Underwriters such other documentation as the Company or the Underwriters or any of their respective counsel may reasonably request in order to cause effectuate any of the Second Merger to be effected and completed no later than two (2) business days after the date provisions of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will .

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, 4.1 The Company hereby agrees with each Underwriter: (a) to comply in all material respects with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and to use commercially reasonable efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (b) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares); (bc) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (cd) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, including all exhibits and consents filed therewith, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act RegulationsAct, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (de) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act RegulationsAct; (ef) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; and to advise the Representative promptly of any proposal to amend or supplement the Registration Statement or Prospectus and to file no such amendment or supplement to which the Representative shall reasonably object in writing; (fg) to furnish to the Representative Underwriters for a period of three years one year from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii) as soon as practicable after the filing thereof, copies of all non-confidential reports filed by the Company with the Commission or Commission, the NASD and any material reports filed by the Company with or any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) exchange and (iii) such other information as the Representative Underwriters may reasonably request regarding the Company and the Subsidiariesits subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) abovehowever, that to the extent any information that is reasonably deemed by such reports or filings are available to the general public at no cost at the Commission’s Internet web site, ▇▇▇.▇▇▇.▇▇▇, then in lieu of furnishing a copy of such reports or filings to the Underwriters, the Company to be confidential will be subject may, in its sole discretion, furnish the Underwriters with a hyperlink to the execution and delivery location of customary non-disclosure agreements in favor of such reports or filings on the Company that are reasonably satisfactory to the RepresentativeCommission’s Internet web site, ▇▇▇.▇▇▇.▇▇▇; (gh) to advise the Representative Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the UnderwritersCompany, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealersUnderwriters, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulationslaw; (hi) during such period as in the judgment of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, to file promptly with the Commission any amendment to the Registration Statement, S-4 Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or counsel for the RepresentativeUnderwriters, be required by the Securities Act or requested by the Commission; (ij) prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 under the Securities Act, to furnish a copy thereof to the Representative and counsel for the Underwriters and to file no such amendment, supplement or Prospectus to which the Representative shall reasonably object in writing; (k) upon the written request of the Representative, to furnish promptly to the Representative a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (thereto, including all exhibits filed therewith or incorporated by reference therein) therewith, and such number of conformed copies of the foregoing as the Representative may reasonably request; (jl) upon the written request of the Representative, to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (fg) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act RegulationsAct; (km) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (ln) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act RegulationsAct) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best diligent, reasonable and good faith efforts to list the Shares on the NYSE and to maintain the listing quotation of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are tradedNasdaq National Market; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 180 90 days from the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, ) any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to described in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of any shares of Common Stock upon issued pursuant to the conversion of such debenturesCompany’s 1998 Stock Option Plan, the Company’s 1999 Employee Stock Purchase Plan or any other stock plan or arrangement described in the Prospectus, (D) options and any shares of Common Stock issued as consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the capital stock or assets of any other interests and rights granted under entity or all or a substantial portion of the Company’s Equity Incentive Planassets of a business operated by another entity, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company any shares of a registration statement Common Stock issued under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares stock plan established at any of the Company’s common stock, in each case, on or foreign subsidiaries; provided that under no circumstances will the options issued under any such plan vest prior to 90 days after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectushereof; (r) not to, and to use its best diligent, reasonable and good faith efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% director or greater stockholder, officer and director (within the meaning of Section 16 of the Exchange Act) of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, Representative a letter or letters, substantially in the form of Exhibit A B hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) except as set forth in Section 15 hereof, that the provisions of the letter agreement dated January 9June 19, 2004, 2003 (the “Engagement Letter”) between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriateappropriate in its sole discretion, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, minimum amount of $10 million which shall apply to the offering contemplated herein; (v) if at any time during the 6025-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event;; and (w) that the Company will continue comply with all of the provisions of any undertakings in the Registration Statement. 4.2 Each Selling Stockholder hereby agrees, severally and not jointly, with each Underwriter: (a) to use its best efforts deliver to meet the requirements Representative prior to qualify as the Closing Time a REITproperly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person, within the meaning of the Code) or Form W-9 (if the Selling Stockholder is a United States person, within the meaning of the Code); (xb) that if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus has been completed, as determined by the Representative, such Selling Stockholder has knowledge of the occurrence of any event as a result of which the Prospectus or the Registration Statement, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, such Selling Stockholder will promptly notify the Company; and (c) such Selling Stockholder agrees to deliver to the Company and each Transaction Party will use its best efforts or the Underwriters such documentation as the Company or the Underwriters or any of their respective counsel may reasonably request in order to cause effectuate any of the Second Merger to be effected and completed no later than two (2) business days after the date provisions of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will .

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Company hereby agrees with each Underwriteragrees: (a) to furnish such information as may be reasonably required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions (both domestic and foreign) as the Representative you may designate and to maintain such qualifications in effect as so long as requested by the Representative you may reasonably request for the distribution of the Shares; provided, provided however, that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation entity or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares); and to promptly advise you of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to make available to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closeUnderwriters in New York City, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of practicable after this Agreement or on such other day as the parties may mutually agree becomes effective, and thereafter from time to time to furnish promptly (and with respect to the initial delivery of such ProspectusUnderwriters, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act; in case any Underwriter is required to deliver (whether physically or through compliance with Rule 172 under the Act Regulationsor any similar rule), which Prospectus and any amendments in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or supplements thereto furnished after the time a post-effective amendment to the Underwriters will be identical Registration Statement is required pursuant to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Item 512(a) of Regulation S-T; unless required by lawK under the Act, prior the Company will prepare, at its expense, promptly upon request such amendment or amendments to filing the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act or Item 512(a) of Regulation S-K under the Act, as the case may be; (c) if, at the time this Agreement is executed and delivered, it is necessary or appropriate for a post-effective amendment to the Registration Statement to be filed with the Commission any and become effective before the Shares may be sold, the Company will use its best efforts to cause such post-effective amendment or supplement such Registration Statement to be filed and become effective, and will pay any applicable fees in accordance with the Registration ▇▇▇▇▇▇▇▇▇Act, ▇-▇ or Prospectusas soon as possible; and the Company will advise you promptly and, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to you, will confirm such advice in writing, (i) when the such post-effective amendment or such Registration Statement has become effective effective, and (ii) if Rule 430A under the Act is used, when the Prospectus is filed with the Commission pursuant to Rule 424(b) under the Act (which the Company agrees to file in a timely manner in accordance with such Rules); (d) if, at any time during the period when a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, the Registration Statement shall cease to comply with the requirements of the Act with respect to eligibility for the use of the form on which the Registration Statement was filed with the Commission or the Registration Statement shall cease to be an “automatic shelf registration statement” (as defined in Rule 405 under the Act) or the Company shall have received, from the Commission, a notice, pursuant to Rule 401(g)(2), of objection to the use of the form on which the Registration Statement was filed with the Commission, to (i) promptly notify you, (ii) promptly file with the Commission a new registration statement under the Act, relating to the Shares, or a post-effective amendment thereto becomes to the Registration Statement, which new registration statement or post-effective amendment shall comply with the requirements of the Act and shall be in a form satisfactory to you, (iii) use its best efforts to cause such new registration statement or post-effective amendment to become effective under the Securities Act Regulationsas soon as practicable, (iv) promptly notify you of such effectiveness and (v) take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the Prospectus; all references herein to the Registration Statement shall be deemed to include each such new registration statement or post-effective amendment, if any; (e) if the third anniversary of the initial effective date of the Registration Statement (within the meaning of Rule 415(a)(5) under the Act) shall occur at any time during the period when a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, to file with the Commission, prior to such third anniversary, a new registration statement under the Act relating to the Shares, which new registration statement shall comply with the requirements of the Act (including, without limitation, Rule 415(a)(6) under the Act) and shall be in a form satisfactory to you; such new registration statement shall constitute an “automatic shelf registration statement” (as defined in Rule 405 under the Act); provided, however, that if the Company is not then eligible to file an “automatic shelf registration statement” (as defined in Rule 405 under the Act), then such new registration statement need not constitute an “automatic shelf registration statement” (as defined in Rule 405 under the Act), but the Company shall use its best efforts to cause such new registration statement to become effective under the Act as soon as practicable, but in any event within 180 days after such third anniversary and promptly notify you of such effectiveness; the Company shall take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the Prospectus; all references herein to the Registration Statement shall be deemed to include each such new registration statement, if any; (f) on a confidential basis, to advise the Representative immediatelyyou promptly, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, by the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or (ii) of notice of institution of proceedings for, or the issuance by entry of a stop order, suspending the effectiveness of the Registration Statement and, if the Commission of any should enter a stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such orderStatement, to make every reasonable effort use its best efforts to obtain the lifting or removal of such order as soon as possible; on a confidential basis, to advise you promptly of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide you and the Underwriters’ counsel copies of any such documents for review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which you shall object in writing; (fg) subject to furnish Section 4(f) hereof, to the Representative for a period of three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so supplied, (ii) as soon as practicable after the filing thereof, copies of file promptly all reports and documents and any preliminary or definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the NASD Act or any similar rule) in connection with any sale of Shares; and any material to provide you, on a confidential basis, for your review and comment, with a copy of such reports and statements and other documents to be filed by the Company with any securities exchangepursuant to Section 13, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)14 or 15(d) and (iii) such other information as the Representative may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory Exchange Act during such period a reasonable amount of time prior to the Representativeany proposed filing, and to file no such report, statement or document to which you shall have objected in writing; and to promptly notify you of such filing; (gh) to pay the fees applicable to the Registration Statement in connection with the offering of the Shares within the time required by Rule 456(b)(1)(i) under the Act (without reliance on the proviso to Rule 456(b)(1)(i) under the Act) and in compliance with Rule 456(b) and Rule 457(r) under the Act; (i) to advise the Representative Underwriters promptly of the happening of any event known to the Company within the time period during which a Prospectus relating to the Shares prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act Regulations whichor any similar rule) in connection with any sale of Shares, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, would which event could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or if and to advise the Underwriters promptly if, during such period, it is shall become necessary at any time to amend or supplement the Prospectus to cause the Prospectus to comply with the Securities Act and requirements of the Securities Act Regulations Act, and, in each case, during such time, subject to promptly Section 4(f) hereof, to prepare and furnish to the Representative copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish furnish, at the Company’s own expense expense, to the Underwriters and promptly such amendments or supplements to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended may be necessary to reflect any such change or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulationsto effect such compliance; (hj) to file promptly with the Commission any amendment make generally available to the Registration Statementits security holders, S-4 or the Prospectus or any supplement and to the Prospectus that maydeliver to you, in the judgment an earnings statement of the Company or (which will satisfy the Representative, be required by provisions of Section 11(a) of the Securities Act or requested by Act) covering a period of twelve months beginning after the Commission; (i) to furnish promptly to the Representative a signed copy effective date of the Registration Statement (as defined in Rule 158(c) under the Act) as soon as is reasonably practicable after the termination of such twelve-month period but in any case not later than March 1, 2010; (k) to furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a consolidated balance sheet and S-4statements of operations, stockholders’ equity and cash flow of the Company and the Subsidiaries for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants duly registered with the Public Company Oversight Accounting Board); (l) to furnish to you one copy for each Underwriter of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or thereto and documents incorporated by reference therein) and such number of conformed sufficient copies of the foregoing as the Representative may reasonably request; (jother than exhibits) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date for distribution of the Prospectus and during the period referred to in paragraph (f) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (k) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (l) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration StatementUnderwriters’ counsel; (m) to furnish to you promptly for a period of three years from the Representative date of this Agreement (i) copies of any reports, proxy statements, or other communications which the Company shall send to its stockholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly, transition and current reports filed with the Commission on Forms 10-K, 10-Q or 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with any national securities exchange on which any class of securities of the Company is listed and (iv) such other information as you may reasonably request regarding the Company or the Subsidiaries; provided, however, it is understood and agreed that the Company shall have no obligation to furnish any of the items under this section (k) to the extent such items are available via the ▇▇▇▇▇ database; (n) to furnish to you as early as practicable prior to the Closing Time time of purchase and any Date additional time of Deliverypurchase, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim and monthly consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified registered public accountants, as stated in their letter to be furnished pursuant to Section 6(e6(b) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list apply the Shares on net proceeds from the NYSE and to maintain the listing sale of the Shares on in the NYSE, and to file with manner set forth under the NYSE all documents and notices required by caption “Use of proceeds” in the NYSE of companies that have securities that are tradedProspectus Supplement; (p) to engage pay all costs, expenses, fees and maintaintaxes in connection with (i) the preparation and filing of the Registration Statement, at its expensethe Basic Prospectus, a registrar the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and filing fees and other disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, if any, (v) any listing of the Shares on any securities exchange or qualification of the Shares for quotation on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Shares by FINRA, including the legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters, (vii) the fees and disbursements of any transfer agent or registrar for the SharesShares and (viii) the costs and expenses of the Company, if any, relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; (q) to refrain during a period of 180 comply with Rule 433(d) under the Act (without reliance on Rule 164(b) under the Act) and with Rule 433(g) under the Act; (r) beginning on the date hereof and ending on, and including, the date that is sixty (60) days from after the date of the ProspectusProspectus Supplement (the “Lock-Up Period”), without the prior written consent of the RepresentativeUBS Securities LLC (“UBS”), fromnot to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, (i) offeringor establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, or entering into any transaction or device which is designed with respect to, or could be expected to, result in the disposition by any person at any time in the future of, any share of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable or exchangeable for Common Stockfor, or filing any registration statement under the Securities Act with respect warrants or other rights to any of purchase, the foregoing, or (ii) entering into any swap file or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is cause to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”). In respect of the Company only, the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of become effective a registration statement under the Securities Act pursuant relating to a request by (1) SFP in accordance with the Registration Rights offer and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectus; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price sale of any security of the Company, Common Stock or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) that are substantially similar to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed toCommon Stock, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or exercisable for, or any warrants or other rights to purchase, the foregoing, (iiiii) enter into any swap or other derivatives transaction arrangement that transfers to another, in whole or in part, any of the economic benefits or risks consequences of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or any other securities, in cash or otherwise, in each case for a period of 180 days from the date securities of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will substant

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) The Company hereby covenants and (x) below only, SFP, hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Underwriters may designate and to maintain such qualifications in effect as long as requested by the Representative Underwriters for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process or subject itself to tax under the laws of any such state or foreign jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares)) and to promptly advise the Representative of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative Underwriters promptly and, if requested by the RepresentativeUnderwriters, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and timely file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), and to furnish promptly on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with T under the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably objectSecurities Act; (d) to advise the Representative Underwriters promptly and (if requested by the RepresentativeUnderwriters) to confirm such advice in writing, when the Registration Statement has become effective, if not effective prior to the execution and delivery of this Agreement, and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative Underwriters immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; to advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and to file no such amendment or supplement to which the Underwriters shall reasonably object in writing; (f) to furnish to the Representative Underwriters for a period of three five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, and (ii) as soon as practicable after the filing thereof, copies of all non-confidential reports filed by the Company with the Commission Commission, NASDAQ or the NASD and any material reports filed by the Company with any securities exchange, provided, however, that to the extent any such reports or filings are available to the general public at no cost at the Commission’s Internet website, then in each caselieu of furnishing a copy of such reports or filings to the Underwriters, the Company may, in its sole discretion, furnish the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance Underwriters with this subclause (ii)) and (iii) such other information as the Representative may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject a hyperlink to the execution and delivery location of customary non-disclosure agreements in favor of such reports or filings on the Company that are reasonably satisfactory to the RepresentativeCommission’s Internet website; (g) to advise the Representative Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative Underwriters or counsel for the Underwriters, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Underwriters may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulationslaw; (h) during such period as in the judgement of counsel for the Company the Prospectus is required to be delivered under the Securities Act Regulations, to file promptly with the Commission any amendment to the Registration Statement, S-4 Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the RepresentativeUnderwriters, be required by the Securities Act or requested by the CommissionCommission and use its best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible; (i) the Company will not file with the Commission the Prospectus or any amendment or supplement to the Prospectus or any amendment to the Registration Statement unless the Underwriters receive a reasonable period of time to review any such proposed amendment or supplement and consent to the filing thereof, which consent shall not be unreasonably withheld, and will use its best efforts to cause any such amendment to the Registration Statement to be declared effective as promptly as possible; the Company has not and will not distribute, prior to the later of the final Closing Time or the completion of the Underwriters’ distribution of the Shares, any offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus, the Prospectus or the Registration Statement; (j) to furnish promptly to the Representative Representative, without charge, a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative Underwriters may reasonably request and so long as a prospectus relating to the Shares is required to be delivered under the Securities Act, copies of each Preliminary Prospectus or the Prospectus or any amendment or supplement thereto in such quantities and at such places as the Underwriters may reasonably request; (j) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (f) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (k) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (l) to make generally available to its security holders and to deliver to the Representative Underwriters as soon as practicable, but in any event not later than the end last day of the fiscal quarter first occurring 13th month after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) ), covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares for quotation on the NYSE NASDAQ and to maintain the listing of the Shares on the NYSE, and to file with the NYSE such entity all documents and notices required by the NYSE of companies that have securities that are tradedlisted for quotation on such exchange; (pn) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (qo) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the RepresentativeUnderwriters, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectushereof, or (C) the redemption issuance by Aames Financial of its 5.5% convertible subordinated debentures or the issuances Company of shares of Common Stock upon to employees, consultants or directors of the conversion of such debenturesCompany or any Subsidiary or as dividends on the Common Stock, (D) the issuance by the Company of any options and other interests and rights granted under pursuant to the Company’s Equity Incentive Plancurrently effective stock option and incentive plans, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing issuance by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of Common Stock as consideration for the Company’s common stockacquisition (whether by merger, in each case, on purchase or after otherwise) of any business or assets by the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the ProspectusCompany or any Subsidiary; (rp) not to, and to use its best commercially reasonable efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (vq) if at any time during the 6030-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the RepresentativeUnderwriters, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative Underwriters concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the RepresentativeUnderwriters, responding to or commenting on such rumor, publication or event;; and (wr) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing comply with all of the Second Merger; (y) that provisions of any undertakings in the Company and each Aames Transaction Party will Registration Statement.

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) The Company hereby covenants and (x) below only, SFP, hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under (or otherwise obtaining exemptions from the application of) the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may designate and to maintain such qualifications qualifications, registrations, and exemptions, as applicable, in effect as long as requested by the Representative Representatives for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares)) where it is not presently qualified; and to promptly advise the Representatives of the receipt by the Company of any notification with respect to the suspension of the qualification, registration, or exemption of the Shares for offer or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) if, at the time this Agreement is executed and delivered, it is necessary for (i) a post-effective amendment to the Registration Statement or the S-4 (ii) a Rule 462(b) Registration Statement to be declared filed with the Commission and become effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor use its reasonable best efforts to cause such post-effective amendment or Rule 462(b) Registration Statement to become effective and will pay any applicable fees in accordance with the Securities Act as soon as possible and will advise the Representative Representatives promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, (i) when such post-effective amendment or Rule 462(b) Registration Statement has become effectiveeffective and (ii) if Rule 430A under the Securities Act is used, when the Prospectus has been filed with the Commission pursuant to Rule 424(b) under the Securities Act (which the Company agrees to file in a timely manner in accordance with such Rules); (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) , and for so long as a prospectus relating to the Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act RegulationsAct, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative Representatives promptly and (if requested by the RepresentativeRepresentatives) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act RegulationsAct; (e) to furnish a copy of each proposed Issuer Free Writing Prospectus (or any amendment or supplement thereto) to the Representatives and counsel for the Underwriters for review, a reasonable amount of time prior to the proposed time of filing or use thereof, and obtain the consent (which consent will not be unreasonably withheld or delayed) of the Representatives prior to referring to, using or filing with the Commission any Issuer Free Writing Prospectus (or any amendment or supplement thereto) pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto; (f) to comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (g) to advise the Representative Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representatives shall reasonably object in writing; (fh) to furnish to the Representative Underwriters for a period of three two years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports reports, proxy statements, or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, FINRA or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as the Representative Underwriters may reasonably request regarding the Company and the Subsidiaries; , provided, if applicable in the case of subclauses (ii) and (iii) abovehowever, that any information that is reasonably deemed by the Company to requirements of this Section shall be confidential will be subject satisfied to the execution and delivery of customary non-disclosure agreements in favor of the Company extent that such reports, statement, communications, financial statements or other documents are reasonably satisfactory to the Representativeavailable on ▇▇▇▇▇; (gi) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative Representatives or counsel for the Underwriters, (i) would require the making of any change in the Prospectus then being used or the Disclosure Package so that the Prospectus or the Disclosure Package would not include 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 the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares, or (iii) if it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is so delivered, be misleadingmisleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulationslaw; (hj) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that may, in the judgment of the Company or the RepresentativeRepresentatives, be required by the Securities Act or requested by the Commission; (ik) prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent (which consent shall not be unreasonably withheld or delayed) of the Representatives to the filing; (l) to furnish promptly to the Representative Representatives a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative Representatives may reasonably request; (jm) to furnish to the RepresentativeRepresentatives, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and Commission, during the period referred to in paragraph (fi) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act RegulationsAct; (kn) to refrain from taking any action that would result in an Underwriter or the Company being required to file with the Commission a Free Writing Prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder; (o) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the ProspectusRegistration Statement, the Prospectus and the Disclosure Package; (lp) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions and of Rule 158 of under the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; provided, however, that the requirements of this section shall be satisfied to the extent such statement is available on ▇▇▇▇▇; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (oq) to use its best efforts to list the Shares on the NYSE and to maintain the listing quotation of the Shares on the NYSE, Nasdaq and to file with the NYSE Nasdaq all documents and notices required by the NYSE Nasdaq of companies that have securities that are tradedtraded and quotations for which are reported by Nasdaq; (pr) to comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Shares as contemplated by this Agreement, the Registration Statement, the Disclosure Package and the Prospectus; (s) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (qt) to refrain during invest or otherwise use the proceeds received by the Company from its sale of the Shares, and to continue to operate its business, in such a period manner as would not require the Company or any of its Subsidiaries to register as (i) an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act or (ii) an “investment adviser” as such term is term is defined in the Investment Advisers Act; (u) to refrain, from the date hereof until 180 days from after the date of the ProspectusProspectus (such period, the “Company Lock-up Period”), without the prior written consent of the RepresentativeRepresentatives (which consent may be withheld in the Representatives’ sole discretion), from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise or settlement of an option equity award, or the exercise of a warrant, outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances any issuance of shares of Common Stock upon or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described in the conversion Registration Statement, the Disclosure Package and the Prospectus, but only if the holders of such debenturessecurities agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Company Lock-up Period without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), or (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder any shares of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted Common Stock issued in connection with any concurrent private placement of shares the conversion of the Company’s common stock, in each case, on 12% Cumulative Exchangeable Redeemable Preferred Stock or after the 120-day anniversary acquisition of the First Merger so long membership interest in Telos Identity Management Solutions, LLC from Hoya ID Fund A, LLC as such registration statement is not declared effective until described in the 181-day anniversary of the date of Registration Statement, the Prospectus, and the Disclosure Package; (rv) not to, to cause its Subsidiaries not to, and to use its best efforts to cause ensure its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreementindirectly, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) During the Company Lock-up Period, (i) to enforce all Lock-up Agreements that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or other securities or any of the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will continue direct the transfer agent to use its best efforts to meet the requirements to qualify as a REIT; (x) that place stop transfer restrictions upon any such securities of the Company that are bound by such Lock-up Agreements for the duration of the periods contemplated in such agreements and each Transaction Party will use its best efforts (ii) to cause announce the Second Merger Underwriters’ intention to be effected and completed no later than two release any director or “officer” (2within the meaning of Rule 16a-1(f) business days after under the date Exchange Act) of this the Company from any of the restrictions imposed by any Lock-up Agreement, and shall not take any actionby issuing, or refrain from taking any actionthrough a major news service, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will a press r

Certain Covenants. Each 5.1 From and after the date hereof and until the Closing, the parties hereto shall use their respective commercially reasonable efforts, and shall cooperate with each other, to cause the consummation of the CompanyAcquisition in accordance with the terms and conditions hereof, each Aames Transaction Party andincluding obtaining the Consent of any Governmental Authority (and including the expiration or earlier termination of the waiting period under the HSR Act), or of any other Person with respect to (a) and (x) below only, SFP, hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying any Contract or otherwise. Without limiting the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution generality of the Sharesforegoing, provided that neither the Company nor any other Transaction Party shall be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except, in respect of the Company only, service of process with respect to the offering and sale of the Shares); (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may close, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; (f) to furnish to the Representative for a period of three years from the date of this Agreement Agreement, each party shall prepare and give (ior cause to be prepared and given) as soon as availableany required Notices under any applicable Laws or otherwise to the extent reasonably necessary to consummate the Acquisition. In particular, copies of all annual, quarterly Toymax and current reports or other communications supplied JAKKS shall each use commercially reasonable efforts to holders of shares of Common Stock in file HSR Forms under the form so supplied, (ii) HSR Act as soon as practicable after the filing thereof, copies of all reports filed by date hereof and shall file such additional documents and furnish such additional information as the Company with the Federal Trade Commission or the NASD Antitrust Division of the Department of Justice may request; PROVIDED that no provision hereof shall require JAKKS or Toymax to divest any business or assets or to hold any business or assets separate. Each party hereto shall cooperate and consult with the other parties with regard to, and provide any necessary information and reasonable assistance to each other party in connection with, all Notices given and other information supplied by such party to any Governmental Authority or other Person in connection with obtaining any Consents or giving any Notices in connection with this Agreement or the Acquisition. The filing fees payable in respect of filing all HSR Forms required hereunder shall be payable by JAKKS. 5.2 From and after the date hereof and until the Closing, without the prior written consent of JAKKS: (a) no Shareholder shall sell, assign, transfer (including without limitation by gift) or otherwise dispose of any Shares owned of record by such Shareholder, or any interest therein or right thereto; or pledge, hypothecate or otherwise create, incur or suffer to exist any Lien thereon (other than any Permitted Lien); or agree or otherwise become legally obligated to do any thereof; and, unless JAKKS otherwise consents, no such transfer or disposition of Shares to any Person shall be valid or effective as between such Shareholder and such Person unless such Person executes and becomes a party to this Agreement and each other Acquisition Agreement to which the Shareholder (as such) transferring such Shares is a party (and SCHEDULE I hereto shall thereupon be amended accordingly); and (b) no Shareholder shall acquire any Stock, including without limitation by or through the exercise of any option, warrant or other right to purchase, or the conversion of exchange of any security or instrument convertible or exchangeable for, any Stock. 5.3 From and after the date hereof and until the Closing, except as otherwise provided on SCHEDULE 5.3 or elsewhere herein or as contemplated by the Monogram Transaction, or as JAKKS may otherwise consent (which consent shall not be unreasonably withheld), Toymax shall: (a) conduct the Business in its ordinary course; (b) use commercially reasonable efforts to preserve the Business and the Assets and maintain its relationships with customers and other Persons with which it has material business dealings; (c) not (i) sell, lease, transfer or dispose of any material reports filed by the Company with any securities exchangeAsset, in each case, other than in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as ordinary course of business or the Representative may reasonably request regarding the Company and the Subsidiaries; provideddisposal of defective, if applicable in the case of subclauses obsolete or otherwise unusable Assets, or (ii) terminate any Contract, except upon expiration of the term thereof as provided therein and (iii) above, except for any Contract that any information that is reasonably deemed by the Company ceases to be confidential will necessary in connection with the operation of the Business; (d) use commercially reasonable efforts to maintain all material Permits and Consents, other than any such Permits or Consents that cease to be subject necessary in connection with the operation of the Business; (e) use its commercially reasonable efforts to maintain in full force and effect (or to replace the same on substantially equivalent terms) all currently applicable insurance relating to the execution and delivery Business or Assets; (f) except as required under a Contract, Permit, Law or otherwise by any Governmental Authority, or in the ordinary course of customary non-disclosure agreements in favor business consistent with Toymax's past practices, not increase the compensation or other employment benefits payable to or for the benefit of the Company that are reasonably satisfactory to the Representativeany employee of Toymax; (g) to advise the Representative promptly of the happening of except as required under a Contract, Permit, Law or otherwise by any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations whichGovernmental Authority, in the judgment of the Company or in the reasonable opinion ordinary course of the Representative business consistent with Toymax's past practices, not create, incur, assume or counsel for the Underwriters, would require the making suffer any liability or obligation to any Shareholder or any Affiliate thereof; (h) not amend its Certificate of Incorporation or Bylaws; (i) not merge or consolidate with any other Person or effect any capital reorganization; (j) not acquire any business or material assets of any change other Person or make any capital expenditure in excess of $500,000, other than in the Prospectus then being used so that the Prospectus would ordinary course of business; (k) not include an untrue statement issue or reserve for issuance any shares of a material fact its capital stock or omit issue or grant any options, warrants or other rights to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingpurchase, or if it is necessary at securities or instruments convertible into or exchangeable for, any time capital stock of Toymax, except upon the exercise of options, warrants or rights to amend purchase or supplement the Prospectus conversion or exchange of securities outstanding on the date hereof, or agree or otherwise become legally obligated to comply with issue or to grant any thereof; (l) not declare, set aside or pay any dividends; and (m) not redeem, repurchase or otherwise reacquire any Shares or retire or cancel any capital stock. 5.4 From and after the Securities Act date hereof and until the Securities Act Regulations andClosing, during such time, to promptly prepare and Toymax shall furnish to the Representative copies of the proposed amendment or supplement before filing any JAKKS such amendment or supplement information with the Commission and thereafter promptly furnish at the Company’s own expense respect to the Underwriters Business and to dealers, copies in such quantities and at such locations Assets as the Representative JAKKS may from time to time reasonably request and shall permit JAKKS and its authorized representatives access, at a mutually-agreeable time and during regular business hours and upon reasonable prior Notice to Toymax, to conduct, at JAKKS' sole expense and in a manner that does not interfere with Toymax's operations, a physical inventory of the Assets, to inspect the Real Property, to examine the books and records of Toymax and to make inquiries of responsible Persons designated by Toymax with respect thereto; PROVIDED that any information so disclosed or otherwise made available or accessible to JAKKS shall not constitute an appropriate amendment additional representation or warranty of Toymax or any Shareholder beyond those expressly set forth in Article 3, and PROVIDED FURTHER that all such information shall be subject to Section 5.8. 5.5 From and after the Registration Statement or supplement date hereof and until the Closing, except for press releases describing the Acquisition to be made by JAKKS and Toymax, respectively, promptly after the Prospectus so that the Prospectus as so amended or supplemented will notexecution of this Agreement, each substantially in the light form of the circumstances when it is so deliveredEXHIBIT G, be misleading, no party hereto shall make any press release or so that the Prospectus will comply other public announcement with the Securities Act and the Securities Act Regulations; (h) respect to file promptly with the Commission any amendment to the Registration Statement, S-4 this Agreement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (i) to furnish promptly to the Representative a signed copy of the Registration Statement and S-4, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (j) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (f) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (k) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (l) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are traded; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 180 days from the date of the Prospectus, Acquisition without the prior written consent of the Representativeother parties (which consent shall not be unreasonably withheld), fromunless such announcement is required by Law, in which case the other party or parties hereto shall be given Notice of such requirement prior to such announcement and the parties shall consult with each other as to the scope and substance of such disclosure. 5.6 From and after the date hereof and until this agreement is terminated, none of Toymax, any Shareholder, any Affiliate thereof, or any director, officer, employee or other agent or representative of any of them, shall, directly or indirectly, (i) offeringsolicit, pledging, selling, contracting to sell, selling any option entertain or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, or entering into consummate any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect pursuant to any of the foregoing, offer or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”). In respect of the Company only, the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectus; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid proposal for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay affirmatively respond to any person any compensation for soliciting any order to purchase any other securities of the Companyinquiry regarding, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction substantive negotiations or device which is designed discussions with any Person other than JAKKS with respect to, or could be expected to, result in any transaction involving the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap sale or other derivatives transaction that transfers to another, in whole disposition (including without limitation by or in part, through the merger or consolidation of Toymax with any other Person) any of the economic benefits capital stock of Toymax or risks of ownership the Business or any of such shares the Assets (other than in the ordinary course of Common Stock, whether business and other than the Monogram Transaction). The Shareholders shall promptly advise JAKKS of the receipt of any such transaction described in clause (i) inquiry, offer or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company proposal and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein;material terms thereof. (u) 5.7 JAKKS acknowledges that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event certain information relating to or affecting concerned with the Company shall occur as a result Business and affairs of whichToymax, in including without limitation all non-publicly available Trade Rights, product information, customer and supplier lists, marketing and sales data, personnel and financing and Tax matters is proprietary to Toymax, and that its confidentiality is absolutely essential to the reasonable opinion operation of the RepresentativeBusiness. Until the Closing, all of such information shall be subject to that certain Confidentiality and Non-Disclosure Agreement dated as of January 10, 2002, between Toymax and JAKKS and in favor of Toymax (the market price of "Toymax Confidentiality Agreement"), to which the Common Stock has been or is likely parties hereby agree to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) bound and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of which is incorporated herein by this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will reference.

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Company hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under under, or establishing an exemption from such qualification under, the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications or exemptions in effect as long as requested by the Representative for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation corporation, to subject itself to taxation or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares); (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible reasonably practicable and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Final Prospectus in a form approved by the Underwriters Representative and file such Final Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the business day following the execution and delivery date of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Final Prospectus, not later than 10:00 a.m. (New York City time)) on the second business day following the execution and delivery date of this Agreement or on such other day as the parties may mutually agree) , to the Underwriters copies of the Final Prospectus (or of the Final Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Final Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto to the Registration Statement, if any, becomes effective under the Securities Act Regulations; (e) to furnish a copy of each proposed Free Writing Prospectus to the Representative and counsel for the Underwriters and obtain the consent of the Representative prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto; (f) to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (g) to advise the Representative immediatelypromptly, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Final Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Final Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Representative promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representative shall reasonably object in writing; (fh) to furnish to the Representative Underwriters for a period of three (3) years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, the FINRA or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) exchange and (iii) such other non-confidential information as the Representative Underwriters may reasonably request regarding the Company and the Subsidiaries; providedits subsidiaries, if applicable in the case of subclauses (ii) and (iii) aboveprovided however, that any the Company will not be required to furnish reports or other communications or information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representativeavailable on ▇▇▇▇▇ or other publicly available electronic means; (gi) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, (i) would require the making of any change in the Final Prospectus then being used or the Disclosure Package so that the Final Prospectus or the Disclosure Package would not include 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 the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares, or (iii) if it is necessary at any time to amend or supplement the Final Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Final Prospectus or the Disclosure Package so that the Final Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleadingmisleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Final Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulationslaw; (hj) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or the Prospectus any Preliminary Prospectus, any Statutory Prospectus, or any supplement to the Issuer Free Writing Prospectus that may, in the judgment of the Company or in the reasonable opinion of the Representative, be required by the Securities Act or requested by the Commission; (ik) prior to furnish promptly to the Representative a signed copy of the Registration Statement and S-4, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (j) to furnish to the Representative, not less than two business days before filing with the Commission subsequent any amendment or supplement to the effective date of the Registration Statement, any Preliminary Prospectus, any Statutory Prospectus and during the period referred or any Issuer Free Writing Prospectus, to in paragraph (f) above, furnish a copy of any document proposed thereof to be filed with the Commission pursuant to Section 13, 14 or 15(d) of Representative and counsel for the Exchange Act Underwriters and during such period not to file all any such documents document to which the Representative reasonably objects in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulationswriting; (kl) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the ProspectusFinal Prospectus and the Disclosure Package; (lm) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) ), covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSENASDAQ, and to file with the NYSE NASDAQ all documents and notices required by the NYSE NASDAQ of companies that have securities that are tradedtraded on NASDAQ and to comply in all material respects with the applicable corporate governance requirements set forth in the NASDAQ Rules in effect from time to time; (o) the Company and any of the officers and directors of the Company in their capacities as such will be in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder that are effective and applicable to the Company; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 180 refrain, from the date hereof until 90 days from after the date of the Final Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person the Company at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) aboveotherwise, a “Transfer”). In respect or make any public announcement of any intention to do any of the Company only, the foregoing. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) issuances of options to purchase Common Stock, shares of preferred stock or other equity-based awards pursuant to the Company’s benefit and equity incentive plans described in each of the Registration Statement, the Final Prospectus and the Disclosure Package, or (C) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Final Prospectus; provided, however, that if (Cx) during the redemption by Aames Financial last 17 days of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 18090-day period described in this Section 4(q), the Company issues an earnings release or material news or a material event relating to the Company occurs or (Ey) prior to the filing by expiration of such 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of a registration statement under the Securities Act pursuant 90-day period, the restrictions imposed by this Section 4(q) shall continue to a request by (1) SFP in accordance with apply until the Registration Rights and Governance Agreement (as in effect expiration of the 18-day period beginning on the date hereof) and/or (2) affiliates of issuance of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares earnings release or the occurrence of the Company’s common stockmaterial news or material event. The Company will provide written notice to each executive officer and director of the Company described in Section 4(s) of any event that would result in an extension of the 90-day period pursuant to this Section 4(q) and agrees that any such notice properly delivered will be deemed to have been given to, and received by, each such person described in Section 4(s); provided further, that the Representative, in each caseits sole discretion, on may release the common stock and other securities subject to the lock-up agreements described above in whole or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectusin part at any time with or without notice; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person (other than the Underwriters) any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, executive officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of DeliveryApplicable Time, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9if, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 6030-day period after the Registration Statement becomes effectivedate of the Final Prospectus, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially adversely affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Final Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative Representative, subject to applicable law, concerning the substance of, and disseminate possible dissemination of a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on statement regarding such rumor, publication or event;; and (wu) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing comply with all of the Second Merger; (y) that provisions of any undertakings in the Company and each Aames Transaction Party will Registration Statement.

Certain Covenants. Each of The Company and the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, Operating Partnership hereby agrees agree with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign, including Canadian provincial securities laws or other foreign laws) as the Representative Representatives may designate and to maintain such qualifications in effect as long as requested by the Representative required for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares); (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative Representatives promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) to the Underwriters on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters agree copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative Representatives promptly and (if requested by the RepresentativeRepresentatives) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or Prospectus and to file no such amendment or supplement to which the Representatives shall reasonably object in writing; (f) to furnish to the Representative Underwriters for a period of three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or Commission, the NASD and any material reports filed by the Company with or any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) exchange and (iii) subject to compliance with applicable law, such other information not publicly available as the Representative Underwriters may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (g) to advise the Representative Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative Representatives or counsel for the Underwriters, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulationslaw; (h) to file promptly with the Commission any amendment to the Registration Statement, S-4 Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the RepresentativeRepresentatives, be required by the Securities Act or requested by the Commission; (i) prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 under the Securities Act, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing; (j) to furnish promptly to the each Representative a two complete manually-signed copy copies of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative Representatives may reasonably request; (jk) to furnish to the each Representative, not less than two one business days day before filing with the Commission subsequent to the effective date of the Prospectus Registration Statement and during the period referred in which a prospectus relating to in paragraph (f) abovethe Shares is required to be delivered under the Securities Act or the Securities Act Regulations, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (kl) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (lm) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing quotation of the Shares on the NYSE, Nasdaq National Market and to file with the NYSE Nasdaq National Market all documents and notices required by the NYSE Nasdaq National Market of companies that have securities that are tradedquoted on the Nasdaq National Market; (po) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (qp) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the RepresentativeRepresentatives (which consent may be withheld at the sole discretion of the Representatives), from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, establishing an open “put equivalent” position within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoingforegoing (other than a registration statement on Form S-8 registering shares of Common Stock issuable under the Company’s stock incentive plans), or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, or (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, . If (C1) during the redemption by Aames Financial period that begins on the date that is 15 calendar days plus 3 business days before the last day of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day restricted period or (E) and ends on the filing by last day of the 180-day restricted period, the Company of issues a registration statement under earnings release or material news or a material event relating to the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or Company occurs or (2) affiliates prior to the expiration of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Company’s common stock, in each case, on or after the 120180-day anniversary of period, the First Merger so long as such registration statement is not declared effective restrictions imposed by this section shall continue to apply until the 181-day anniversary expiration of the date that is 15 calendar days plus 3 business days after the date on which the issuance of the Prospectusearnings release or the material news or material event occurs; (rq) not to, and to use its best efforts to cause its officers, directors directors, partners and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (sr) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I each holder of OP Units to furnish to the RepresentativeRepresentatives, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall shall, subject only to the specific exceptions set forth therein, agree not to, directly or indirectly, (i1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that Representatives on behalf of the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this AgreementUnderwriters; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (us) that the Company shall (i) obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, minimum amount of $30 million which shall apply to the offering contemplated hereinherein and (ii) cause the Representatives to be added to such policy such that up to $1 million of its expenses pursuant to Section 9(a) shall be paid directly by such insurer; (vt) if at any time during the 6090-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the RepresentativeRepresentatives, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative Representatives advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative Representatives concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the RepresentativeRepresentatives, responding to or commenting on such rumor, publication or event;; and (wu) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing comply with all of the Second Merger; (y) that provisions of any undertakings in the Company and each Aames Transaction Party will Registration Statement.

Certain Covenants. Each of Pledgor hereby covenants that, until the CompanySecured Obligations have been indefeasibly paid in full, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, hereby agrees with each Underwritersuch Pledgor will: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions not, (both domestic and foreigni) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except, in respect of the Company only, service of process with respect to the offering and sale of the Shares); (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may close, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet except as permitted by Rule 434each of the Facility Documents, sell, assign (by operation of law or otherwise) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time)or otherwise dispose of, on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and grant any option with respect to the initial delivery of such Prospectusto, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies any of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in Pledged Collateral pledged hereunder by such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; (f) to furnish to the Representative for a period of three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedPledgor, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission create or the NASD and permit to exist any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which Lien upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as the Representative may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (g) to advise the Representative promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Representative copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulations; (h) to file promptly with the Commission any amendment to the Registration Statement, S-4 or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (i) to furnish promptly to the Representative a signed copy of the Registration Statement and S-4, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (j) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (f) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (k) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (l) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are traded; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoingPledged Collateral, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, except for the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”). In respect of the Company only, the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted security interest under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance this Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectus; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities permit, except as permitted by each of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in partFacility Documents, any issuer of the economic benefits Pledged Shares to merge or risks of ownership of such shares of Common Stock, whether consolidate with any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the RepresentativePerson; provided, however, that in the letter agreement with SFP may permit SFP to exercise its demand registration rights under event any Pledged Collateral is sold, transferred or otherwise disposed of in any transaction permitted by each of the Registration Rights and Governance Agreement Facility Documents (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as all such registration statement complies with agreements are in effect, otherwise by whichever agreements remain in effect), such Pledged Collateral shall, concurrently therewith, be automatically released from the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company lien and the Representative shall survive the execution and delivery of security interest under this Agreement and the consummation Collateral Agent shall, at such Pledgor's expense, execute and deliver to such Pledgor such documents as such Pledgor shall reasonably request to evidence such release; provided that arrangements satisfactory to the Collateral Agent have been made for delivery to it of the transactions contemplated hereinamounts, if any, required to be paid to the Beneficiaries out of the net proceeds of such disposition; (ui) that cause each issuer of Pledged Shares not to issue any stock or other securities or membership interests in addition to or in substitution for the Company shall obtain or maintainPledged Shares issued by such issuer, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar except to the CompanyPledgor, which shall apply to the offering contemplated herein; (vii) if at any time during the 60-day period after the Registration Statement becomes effectivepledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any rumorand all additional shares of stock, publication membership interests or event relating to other securities of each issuer of Pledged Shares, and (iii) pledge hereunder, immediately upon its acquisition (directly or affecting the Company shall occur as a result indirectly) thereof, any and all shares of stock or membership interests of any Person which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary (other than an Insignificant Subsidiary) of Pledgor; and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger;PLEDGE AGREEMENT (yc) that promptly deliver to Collateral Agent all written notices received by it with respect to the Company and each Aames Transaction Party will Pledged Collateral.

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Company hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under under, or establishing an exemption from such qualification under, the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications or exemptions in effect as long as requested by the Representative for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation corporation, to subject itself to taxation or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares); (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible reasonably practicable and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Final Prospectus in a form approved by the Underwriters Representative and file such Final Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the business day following the execution and delivery date of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Final Prospectus, not later than 10:00 a.m. (New York City time)) on the second business day following the execution and delivery date of this Agreement or on such other day as the parties may mutually agree) , to the Underwriters copies of the Final Prospectus (or of the Final Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Final Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto to the Registration Statement, if any, becomes effective under the Securities Act Regulations; (e) to furnish a copy of each proposed Free Writing Prospectus to the Representative and counsel for the Underwriters and obtain the consent of the Representative prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto; (f) to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (g) to advise the Representative immediatelypromptly, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Final Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Final Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Representative promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representative shall reasonably object in writing; (fh) to furnish to the Representative Underwriters for a period of three (3) years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, the FINRA or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) exchange and (iii) such other non-confidential information as the Representative Underwriters may reasonably request regarding the Company and the Subsidiaries; providedits subsidiaries, if applicable in the case of subclauses (ii) and (iii) aboveprovided however, that any the Company will not be required to furnish reports or other communications or information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representativeavailable on ▇▇▇▇▇ or other publicly available electronic means; (gi) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, (i) would require the making of any change in the Final Prospectus then being used or the Disclosure Package so that the Final Prospectus or the Disclosure Package would not include 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 the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares, or (iii) if it is necessary at any time to amend or supplement the Final Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Final Prospectus or the Disclosure Package so that the Final Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleadingmisleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Final Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulationslaw; (hj) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or the Prospectus any Preliminary Prospectus, any Statutory Prospectus, or any supplement to the Issuer Free Writing Prospectus that may, in the judgment of the Company or in the reasonable opinion of the Representative, be required by the Securities Act or requested by the Commission; (ik) prior to furnish promptly to the Representative a signed copy of the Registration Statement and S-4, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (j) to furnish to the Representative, not less than two business days before filing with the Commission subsequent any amendment or supplement to the effective date of the Registration Statement, any Preliminary Prospectus, any Statutory Prospectus and during the period referred or any Issuer Free Writing Prospectus, to in paragraph (f) above, furnish a copy of any document proposed thereof to be filed with the Commission pursuant to Section 13, 14 or 15(d) of Representative and counsel for the Exchange Act Underwriters and during such period not to file all any such documents document to which the Representative reasonably objects in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulationswriting; (kl) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the ProspectusFinal Prospectus and the Disclosure Package; (lm) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) ), covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSENasdaq, and to file with the NYSE Nasdaq all documents and notices required by the NYSE Nasdaq of companies that have securities that are tradedtraded on Nasdaq and to comply in all material respects with the applicable corporate governance requirements set forth in the Nasdaq Rules in effect from time to time; (o) the Company and any of the officers and directors of the Company in their capacities as such will be in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder that are effective and applicable to the Company; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 180 refrain, from the date hereof until 90 days from after the date of the Final Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person the Company at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) aboveotherwise, a “Transfer”). In respect or make any public announcement of any intention to do any of the Company only, the foregoing. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) issuances of options to purchase Common Stock, shares of preferred stock or other equity-based awards pursuant to the Company’s benefit and equity incentive plans described in each of the Registration Statement, the Final Prospectus and the Disclosure Package, or (C) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Final Prospectus; provided, however, that if (Cx) during the redemption by Aames Financial last 17 days of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 18090-day period described in this Section 4(q), the Company issues an earnings release or material news or a material event relating to the Company occurs or (Ey) prior to the filing by expiration of such 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of a registration statement under the Securities Act pursuant 90-day period, the restrictions imposed by this Section 4(q) shall continue to a request by (1) SFP in accordance with apply until the Registration Rights and Governance Agreement (as in effect expiration of the 18-day period beginning on the date hereof) and/or (2) affiliates of issuance of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares earnings release or the occurrence of the Company’s common stockmaterial news or material event. The Company will provide written notice to each executive officer and director of the Company described in Section 4(s) of any event that would result in an extension of the 90-day period pursuant to this Section 4(q) and agrees that any such notice properly delivered will be deemed to have been given to, and received by, each such person described in Section 4(s); provided further, that the Representative, in each caseits sole discretion, on may release the common stock and other securities subject to the lock-up agreements described above in whole or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectusin part at any time with or without notice; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person (other than the Underwriters) any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, executive officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of DeliveryApplicable Time, a letter or letters, substantially in the form of Exhibit A B hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9if, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 6030-day period after the Registration Statement becomes effectivedate of the Final Prospectus, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially adversely affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Final Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative Representative, subject to applicable law, concerning the substance of, and disseminate possible dissemination of a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on statement regarding such rumor, publication or event;; and (wu) that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing comply with all of the Second Merger; (y) that provisions of any undertakings in the Company and each Aames Transaction Party will Registration Statement.

Certain Covenants. Each of The Company and the CompanyOperating Partnership, each Aames Transaction Party andjointly and severally, agree with respect to (a) and (x) below only, SFP, hereby agrees with each Underwriterthe Underwriters: (a) to furnish such information as may be required and otherwise to cooperate in each case qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may reasonably designate and to maintain such qualifications in effect as long as reasonably requested by the Representative Representatives for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of any such state (except, in respect of the Company only, service of process with respect to the offering and sale of the Shares)jurisdiction; (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative Representatives, promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on within the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree time period set forth in Rule 424(b) and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the second business day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇E▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative Representatives promptly (and (if requested required by the Representative) Representatives, to confirm such advice in writing, ) when the Registration Statement has become effective and when any post-effective amendment thereto becomes become effective under the Securities Act Regulations; (e) to furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto; (f) to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (g) to advise the Representative immediatelyRepresentatives immediately and, if requested by the Representatives, confirming such advice in writing, of (i1) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Prospectus, the Disclosure Package, or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii2) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possiblepossible and to advise the Representatives promptly of the lifting or removal of such order; to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representatives, upon advice of counsel after discussion with the Company and counsel for the Company, shall reasonably object in writing; (fh) unless otherwise publicly available in electronic format on the website of the Company or the Commission to furnish to the Representative Underwriters for a period of three two (2) years from the date of this Agreement (i1) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedPreferred Stock, (ii2) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or the NASD and any material reports filed by national securities exchange on which any class of securities of the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) are listed; and (iii3) such other additional information as the Representative may Underwriters from time to time reasonably request regarding (any financial statements so requested to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries; provided, if applicable its subsidiaries are consolidated in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company reports furnished to be confidential will be subject its security holders generally or to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the RepresentativeCommission); (gi) to advise the Representative Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act or the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the UnderwritersCompany, (1) would require the making of any change result in the Prospectus then being used so that or the Prospectus would not include Disclosure Package containing an untrue statement of a material fact or omit omitting to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (2) would result in any Issuer Free Writing Prospectus conflicting with the information contained in the Registration Statement relating to the Shares or if the Prospectus, or (3) would make it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement or the Prospectus, or so that the Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulations; (hj) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that may, in the judgment of the Company or the RepresentativeCompany, be required by the Securities Act or requested by the Commission; (ik) Except with respect to filings by the Company under the Exchange Act, during the period of time a prospectus is required to be delivered in connection with the sale of Shares hereunder, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Representatives to the filing; (l) to furnish promptly to the Representative Representatives a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request); (jm) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (fi) above, to furnish to the Representatives, not less than two (2) full business days before filing with the Commission, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (kn) to apply the net proceeds of the sale of Shares by the Shares Company in accordance with its the statements under the caption “Use of Proceeds” in the ProspectusProspectus and the Disclosure Package; (lo) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring eighteen (18) months after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in such form, at the option of the Company, complying as complies with the provisions of Rule 158 of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement); (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (op) to use its commercially reasonable best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, and to file with the NYSE all documents and notices required by the NYSE of companies that seek to have securities that are tradedlisted on the NYSE; (pq) to engage and maintain, at its expense, a registrar and transfer agent for the Preferred Stock; (r) not to take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; (qs) in connection with the offer and sale of the Shares, not to offer shares of Preferred Stock or any other securities convertible into or exchangeable or exercisable or redeemable for Preferred Stock in a manner in violation of the Securities Act; (t) not to distribute any prospectus or other offering material, other than the Registration Statement, the Prospectus and the Disclosure Package, in connection with the offer and sale of the Shares; (u) to refrain during a period of 180 60 days from the date of the Prospectus, without the prior written consent of the RepresentativeWachovia Capital Markets, LLC, from, directly or indirectly, (i1) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, voluntarily making any public announcement of a disposition or transfer, or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Preferred Stock or any securities convertible into or exercisable or exchangeable for Common Preferred Stock, or filing any registration statement under the Securities Act with respect to any of the foregoingforegoing (except for (i) a registration statement on Form S-3 relating to the resale of shares of Common Stock that may be issued upon redemption of any of the 4,705,915 OP Units (the “Contribution Units”) issued to NorthStar Partnership, L.P., NS Advisors Holdings LLC and NorthStar Funding Managing Member Holdings LLC in exchange for their contribution of certain assets and related liabilities and rights on October 29, 2004 which the Company is required to file pursuant to the Registration Rights Agreement, (ii) a registration statement on Form S-3 relating to a proposed dividend reinvestment plan or employee stock purchase plan of the Company, (iii) a universal shelf registration statement on Form S-3 and/or Form S-4 relating to securities that may be offered or sold by the Company, provided that the Company will not sell any securities pursuant to such registration statement within 60 days from the date of the Prospectus, and (iv) a registration statement on Form S-8 with respect to grants of stock options, restricted stock, LTIP Units or other stock based awards to employees, co-employees of the Company and NorthStar Capital Investment Corp. (“NCIC”), consultants or directors pursuant to an employee benefit plan in existence on the date hereof), or (ii2) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Preferred Stock, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Preferred Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold issued hereunder, (B) any shares of Common Preferred Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to directly or indirectly in the ProspectusProspectus and the Disclosure Package, (C) grants of stock options, restricted stock or LTIP Units to employees, co-employees of the redemption by Aames Financial Company and NCIC, consultants or directors of its 5.5% convertible subordinated debentures the Company pursuant to an employee benefit plan of the Company in existence on the date hereof and described in the Prospectus and the Disclosure Package, provided that the grantees thereof agree not to sell, offer, dispose of or otherwise transfer any such stock options (or the issuances shares underlying such options), restricted stock or LTIP Units or Preferred Stock during such 60-day period without the prior written consent of shares Wachovia Capital Markets, LLC on behalf of Common Stock upon the conversion of such debenturesUnderwriters, (D) options and other interests and rights granted under any shares of Preferred Stock issued by the Company’s Equity Incentive Plan, provided that Company upon redemption of any of the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period Contribution Units or (E) the filing by the Company issuance of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates Preferred Stock or units of the Representative in accordance with registration rights granted Operating Partnership in connection with any concurrent private placement the acquisition of shares assets in a transaction exempt from the requirements of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the ProspectusSecurities Act; (rv) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i1) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii2) sell, bid for, purchase or or, except as provided herein, pay anyone any compensation for soliciting purchases of the Shares or (iii3) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) that the Company will continue comply with all of the provisions of any undertakings in the Registration Statement and will file with the Commission such reports as may be required pursuant to Rule 463 of the Securities Act Regulations; and (x) that the Company and the Operating Partnership will use its their best efforts to enable each of the Company and the Private REIT to meet the requirements to qualify as a REIT; (x) that REIT under the Code until the respective Board of Directors of the Company and each Transaction Party will use its or the Private REIT determines that it is no longer in the best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing interests of the Second Merger;Company or the Private REIT, as the case may be, to qualify as a REIT. (y) that the Company will disclose in each annual report of the Company distributed to investors pursuant to Section 13(a) of the Exchange Act, a per share market value of the Preferred Stock as reported on the NYSE. (z) The Company will prepare a final term sheet, containing a description of final terms of the Shares and each Aames Transaction Party will the offering thereof, in the form approved by the Representatives and attached as Schedule II hereto, and to file such term sheet as an Issuer Free Writing Prospectus pursuant to Rule 433(d) within the time required by such Rule

Certain Covenants. Each of The Company and the CompanyOperating Partnership hereby, each Aames Transaction Party andjointly and severally, with respect to (a) and (x) below only, SFP, hereby agrees agree with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or "blue sky sky" laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution of the Shares, provided that neither the Company nor any other Transaction Party of the Subsidiaries shall be required to qualify as a foreign corporation or other entity or to consent to the service of process under the laws of any such state (except, in respect of the Company only, service of process with respect to the offering and sale of the Shares)state; (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on within the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree time period set forth in Rule 424(b) and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the second business day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto to the Registration Statement becomes effective under the Securities Act Regulations; (e) to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or Prospectus or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority Governmental Authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possiblepossible and to advise the Representative promptly of the lifting or removal of such order; to advise the Representative promptly of any proposal to amend or supplement the Registration Statement or Prospectus and, unless required by law, to file no such amendment or supplement to which the Representative shall reasonably object in writing; (f) to furnish to the Representative for a period of three two years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so suppliedStock, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission NASD or the NASD and copies of any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other publicly available information as the Representative may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (g) to advise the Representative promptly of the happening of any event known to the Company if, within the time during which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations whichRegulations, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, would require the making of any change in the Prospectus then being used so that the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s 's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the Securities Act and the Securities Act Regulations; (h) to file promptly with the Commission any amendment to the Registration Statement, S-4 Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission; (i) prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 under the Securities Act, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Representative to the filing, which consent will not be unreasonably withheld; (j) to furnish promptly to the Representative a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (jk) to furnish to the Representative, not less than two full business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph subsection (fg) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (kl) to apply the net proceeds of the sale of the Shares in accordance with its the statements under the caption “"Use of Proceeds” " in the Prospectus; (lm) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in such form, at the option of the Company, complying as complies with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, New York Stock Exchange and to file with the NYSE New York Stock Exchange all documents and notices required by the NYSE New York Stock Exchange of companies that have securities that are tradedlisted on the New York Stock Exchange; (po) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (qp) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, ) any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the Warrants or Warrant Shares or (C) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred pursuant to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights granted under the Company’s Equity 's 2003 Omnibus Stock Incentive Plan, provided that the holder of such option Plan or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement acquisitions of shares real property or other investments; (q) the Company will comply with the terms of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the ProspectusWarrant Agreement; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sellexcept as provided herein or in the letter agreement dated July 30, bid for2003, purchase or as amended on November 21, 2003, between the Company and the Representative (the "Engagement Letter"), pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company Company, Barcelo Crestline Corporation, Brahman Capital Corporation and Aames Financial I Libra Advisors LLC to furnish to the Representative, prior to the first Date of Delivery, a letter or lettersagreement, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that Representative on behalf of the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this AgreementUnderwriters; (t) that the provisions Company shall maintain directors and officers liability insurance in the minimum amount of $5 million for a period of at least one year following the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereinoffering; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 6030-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (wv) that the Company will comply with all of the provisions of any undertakings in the Registration Statement; (w) the Company and the Operating Partnership will continue to use its their best efforts to meet the requirements to qualify as a REITREIT and a partnership, respectively, under the Code, unless otherwise determined by the Company's Board of Directors; (x) that the Company (i) will comply with all applicable securities and each Transaction Party will use its best efforts to cause other applicable laws, rules and regulations, including without limitation, the Second Merger to be effected rules and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing regulations of the Second Merger;NASD, in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program and (ii) will pay all reasonable fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and any stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program; and (y) before acquisition of any Real Property described in the Prospectus, to the extent the Company or any Subsidiary becomes aware of any condition that could reasonably be expected to result in liability associated with the presence or release of a Hazardous Material, or any violation or potential violation of any Environmental Statute, the Company and each Aames Transaction Party will the Subsidiary, as the case may be, shall take all commercially reasonable action necessary or advisable (including any capital improvements) for clean-up, closure or other compliance with such Environmental Statute with respect to such Real Property.

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Company hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may designate and to maintain such qualifications in effect as long as requested by the Representative Representatives for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares); (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor use its reasonable best efforts to cause such post-effective amendment to become effective as soon as possible and will advise the Representative Representatives promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative Representatives promptly and (if requested by the RepresentativeRepresentatives) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto; (f) to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (g) to advise the Representative Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representatives shall reasonably object in writing; (fh) to furnish or make available to the Representative Underwriters for a period of three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so supplied, and (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or Commission, the NASD and any material reports filed by the Company with or any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as the Representative may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (gi) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative Representatives or counsel for the Underwriters, (i) would require the making of any change in the Prospectus then being used or the Disclosure Package so that the Prospectus or the Disclosure Package would not include 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 the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares, or (iii) if it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s 's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleadingmisleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulationslaw; (hj) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that maythat, in the judgment of the Company or the RepresentativeRepresentatives, be is required by the Securities Act or requested by the Commission; (ik) prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing, which consent will not be unreasonably withheld; (l) to furnish promptly to the each Representative a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative Representatives may reasonably request; (j) to furnish to the Representative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (f) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (km) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “"Use of Proceeds” " in the ProspectusProspectus and the Disclosure Package; (ln) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing quotation of the Shares on the NYSE, Nasdaq and to file with the NYSE Nasdaq all documents and notices required by the NYSE Nasdaq of companies that have securities that are tradedtraded and quotations for which are reported by Nasdaq; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain during a period of 180 days from the date of the ProspectusProspectus (the "Lock-Up Period"), without the prior written consent of the RepresentativeRepresentatives, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could would be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoingforegoing (other than a registration statement on Form S-8), or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant outstanding on the date hereof and referred to in the Prospectushereof, (C) the redemption by Aames Financial grant of its 5.5% convertible subordinated debentures any shares of restricted stock or options to purchase Common Stock, or the issuances issuance of shares of Common Stock upon exercise of options, pursuant to any stock plan described in the conversion Prospectus; provided, that the vesting period for any restricted stock or options issued pursuant to any such stock plan must be at least as long as the remainder of the Lock-Up Period and that the Company agrees not to waive any such debenturesvesting period, or (D) options and other interests and rights granted under the Company’s Equity Incentive Planissuance and/or sale of shares of Common Stock (or options, provided warrants or convertible securities in respect thereof) in connection with a bona fide merger or acquisition transaction, provided, however, that the holder number of such option shares of Common Stock issued and/or sold, or other interest securities issued or right may notsold, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by this clause (D) shall not (1) SFP during the first 90 days of the Lock-Up Period, in accordance with the Registration Rights aggregate, exceed, or be convertible into, as the case may be, more than 10% of the number of outstanding shares of Common Stock (after giving effect to the sale of the Shares) as of the Closing Time and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates during the full Lock-Up period, in the aggregate, exceed, or be convertible into, as the case may be, more than 19.9% of the Representative in accordance with registration rights granted in connection with any concurrent private placement number of outstanding shares of Common Stock (after giving effect to the Company’s common stock, in each case, on or after the 120-day anniversary sale of the First Merger so long Shares) as such registration statement is not declared effective until the 181-day anniversary of the date Closing Time and that the recipient of any such securities shall sign a lock-up agreement for the remainder of the Prospectusfull Lock-Up Period substantially in the form of Exhibit B hereto and deliver the same to the Representatives for the benefit of the Underwriters before receipt of such securities; (r) not to, and to use its reasonable best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay to any person (other than the Underwriters) any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I each stockholder holding more than 1% of the Company's outstanding Common Stock, prior to the offering of Shares contemplated hereunder, to furnish to the RepresentativeRepresentatives, prior to the first Date of DeliveryClosing Time, a letter or lock-up letters, substantially in the form of Exhibit A B hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the Company will comply with all of the provisions of any undertakings in the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein;Registration Statement; and (u) that the Company shall obtain (i) will comply with all applicable securities and other applicable laws, rules and regulations, including without limitation, the rules and regulations of the NASD, in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program and (ii) will pay all reasonable fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and any stamp duties, similar taxes or maintainduties or other taxes, as appropriateif any, Directors incurred by the Underwriters in connection with the Directed Share Program. Each Selling Stockholder, severally and Officers liability insurance in amounts that are reasonable and customary for companies similar not jointly, hereby agrees with each Underwriter: (a) to deliver to the Company, which shall apply Representatives prior to the offering contemplated hereinClosing Time a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person, within the meaning of the Code) or Form W-9 (if the Selling Stockholder is a United States person, within the meaning of the Code); (vb) if if, at any time during prior to the 60-day period after date on which the Registration Statement distribution of the Shares as contemplated herein and in the Prospectus and the Disclosure Package has been completed, as determined by the Representatives, such Selling Stockholder has knowledge or becomes effective, aware of the occurrence of any rumor, publication or event relating to or affecting the Company shall occur as a result of whichwhich the Registration Statement, as then amended, would include 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 not misleading or the Prospectus or the Disclosure Package, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the reasonable opinion light of the Representativecircumstances under which they were made, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether not misleading, such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising Selling Stockholder will promptly notify the Company to and the effect set forth above, to forthwith prepare, consult with the Representative concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or eventRepresentatives; (wc) to deliver to the Company or the Underwriters such documentation as the Company or the Underwriters or any of their respective counsel may reasonably request in order to effectuate any of the provisions of this Agreement; and (d) to not prepare or have prepared on its behalf or use or refer to any Free Writing Prospectus and to not distribute any written materials in connection with the offer or sale of the Shares. Each of the Underwriters covenants and agrees, severally and not jointly, as follows: (a) it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any Free Writing Prospectus other than (i) a Free Writing Prospectus that contains no "issuer information" (as defined in Rule 433(h)(2) under the Securities Act) that was not included in the Disclosure Package, or (ii) any Free Writing Prospectus approved by the Company will continue to use its best efforts to meet the requirements to qualify as a REITin advance in writing; (xb) that the Company and each Transaction Party it will use its best efforts not distribute any Free Writing Prospectus referred to cause the Second Merger to be effected and completed no later than two in clause (2a)(i) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will in a manner

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) and (x) below only, SFP, The Company hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise use its commercially reasonable efforts, in cooperation with the Underwriters, to cooperate in qualifying qualify the Shares Units for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may designate and to maintain such qualifications in effect as long as requested by the Representative Representatives for the distribution of the SharesUnits, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the SharesUnits); in each jurisdiction in which the Units have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as required for the distribution thereof by the Underwriters; to supply the Underwriters with such information as is reasonably necessary for the determination of the legality of the Units for investment under the laws of such jurisdiction as the Underwriters may request; (b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or the S-4 to be declared effective before the offering of the Shares Units may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative Representatives promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, when such post-effective amendment has become effective; (c) to prepare the Prospectus in a form approved by the Underwriters Representatives and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under of the Securities Act not later than 10:00 a.m. (New York City time)Regulations, on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) as soon as practicable on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative Representatives promptly and (if requested by the RepresentativeRepresentatives) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations; (e) to furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives (not to be unreasonably withheld or delayed) prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) of the Securities Act Regulations, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto; (f) to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (g) to advise the Representative immediatelyRepresentatives, confirming such advice in writingas soon as practicable, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Units contemplated herein, to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representatives shall reasonably object in writing; (f) to furnish to the Representative for a period of three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock in the form so supplied, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) and (iii) such other information as the Representative may reasonably request regarding the Company and the Subsidiaries; provided, if applicable in the case of subclauses (ii) and (iii) above, that any information that is reasonably deemed by the Company to be confidential will be subject to the execution and delivery of customary non-disclosure agreements in favor of the Company that are reasonably satisfactory to the Representative; (gh) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Shares Units (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company (or in which the reasonable opinion of Company reasonably believes that, the Representative Representatives or counsel for the UnderwritersUnderwriters could reasonably conclude), (i) would require the making of any change in the Prospectus then being used or the Disclosure Package so that the Prospectus or the Disclosure Package would not include 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 the light of the circumstances under which they were made, not misleading, (ii) causes or if it is necessary at would cause any time Issuer Free Writing Prospectus to amend not comply with the requirements of Rule 433(c) of the Securities Act Regulations, or supplement (iii) would require the Prospectus or the Disclosure Package to be amended or supplemented in order for such document to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Registration Statement, the Prospectus or the Disclosure Package so that the Registration Statement, the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act Regulations) is so delivered, be misleadingmisleading or, in the case of any Issuer Free Writing Prospectus, not comply with the requirements of Rule 433(c) of the Securities Act Regulations, or so that the Registration Statement, the Prospectus or the Disclosure Package will comply with the Securities Act and the Securities Act Regulationslaw; (hi) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that may, in the judgment of the Company or the RepresentativeRepresentatives, be required by the Securities Act or requested by the Commission; (ij) prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing (which consent shall not be unreasonably withheld); (k) to furnish promptly to the Representative Representatives a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative Representatives may reasonably request; (jl) to furnish to the RepresentativeRepresentatives, not less than two business days before filing with the Commission subsequent to (not less than one business day before filing with the effective date Commission in the event of any filing by the Prospectus and Company of a current report on Form 8-K), during the period referred to in paragraph (fh) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act RegulationsAct; (km) to apply the net proceeds of the sale of the Shares Units in accordance with its statements all material respects in the manner specified under the caption “Use of Proceeds” in the ProspectusRegistration Statement, the Prospectus and the Disclosure Package; (ln) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) ), covering a period of 12 months beginning after the effective date of the Registration Statement; (m) to furnish to the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereof; (n) to comply with all provisions of any undertakings contained in the Registration Statement; (o) to use its best efforts to list the Shares on the NYSE and to maintain the listing of the Shares Units, the Common Stock and the Warrants on the NYSE, NYSE and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are tradedtraded on, and quotations for which are reported by, the NYSE; (p) to engage and maintain, at its expense, a registrar and transfer agent and, if necessary under the laws of the State of Maryland, a registrar for the Sharesshares of Common Stock; (q) to refrain during a period of 180 days from the date of the ProspectusClosing Time, without the prior written consent of the RepresentativeRepresentatives, from, directly or indirectly, indirectly (i) offering, pledging, selling, selling or contracting to sellsell any Units, Warrants, shares of Common Stock, securities convertible into or exchangeable or exercisable for shares of Common Stock and any Units, Warrants and shares of Common Stock owned or acquired later for which the power of disposition is acquired at such later time (collectively, the “Relevant Securities”), (ii) offering, pledging, selling or contracting to sell any option or contract to purchasepurchase any Relevant Securities, (iii) contracting to purchase or purchasing any option or contract to sellsell any Relevant Securities, (iv) granting any option option, right or warrant for the sale ofof any Relevant Securities, (v) lending or otherwise disposing of or transferring, transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of, ) any share of Common Stock Relevant Securities or any securities convertible into or exercisable or exchangeable for Common StockRelevant Securities, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (iivi) entering into any a swap or any other derivatives transaction or agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Common Stockany Relevant Securities, whether any such swap or transaction described in clause clauses (i) or through (iivi) above is to be settled by the delivery of Common Stock Relevant Securities or such other securities, in cash or otherwise (each otherwise, or announcing the Company’s intention to do any of the foregoing; provided, however, that such event and action set forth in 180-day period will be automatically extended if: (i) and during the last 17 days of such period (A) the Company releases earnings results or (B) material news or a material event relating to the Company occurs; or (ii) aboveprior to the expiration of such period, a “Transfer”the Company announces that it will release earnings results during the 16-day period following the last day of such period, in either of which case the restriction described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension (unless publicly available, the Company agrees that it will provide the Representatives with prior notice of any such announcement that gives rise to the extension of such 180-day period). In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares Units to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option outstanding on the date hereof and referred to in the Prospectus, or (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock upon the conversion of such debentures, (D) options and other interests and rights any awards granted under the Company’s Amended and Restated 2008 Equity Incentive PlanPlan (the “2008 EIP”) or any other equity incentive plan that may be approved by the Company’s board of directors, provided including at least a majority of its independent directors, and the Company’s stockholders as may be required under the rules and regulations of the NYSE, that are subject in each case to vesting requirements established by the holder board of such option directors of the Company or other interest or right may notthe compensation committee of the board of directors of the Company, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing and any shares of Common Stock issued by the Company upon the exercise of a registration statement an option issued under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Prospectus;2008 EIP. (r) not to, and to use its best commercially reasonable efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the SharesUnits, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares Units other than contemplated herein or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation Mother than contemplated herein; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I persons listed on Schedule IV hereto (each such person, a “Lock-Up Party”) to furnish to the RepresentativeRepresentatives, prior to the first Date of DeliveryInitial Sale Time, a letter or letters, substantially in the form of Exhibit A hereto; (t) if, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in during the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a 90-day period of 180 days from after the date of the Prospectus, without the prior written consent of the Representative; provided, however, that the letter agreement with SFP may permit SFP to exercise its demand registration rights under the Registration Rights and Governance Agreement (as in effect on the date hereof) and include Shares owned by SFP in a registration statement filed by the Company under the Securities Act so long as such registration statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the RepresentativeRepresentatives, the market price of the Common Stock Units has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative Representatives advising the Company to the effect set forth above, to forthwith prepare, consult with the Representative Representatives concerning the substance of, and, upon the mutual agreement of the Company and the Representatives, disseminate a press release or other public statement, reasonably satisfactory to the RepresentativeRepresentatives, responding to or commenting on such rumor, publication or event; (wu) to comply with all undertakings in the Registration Statement; (v) that the Company will continue to use its best efforts to meet comply with all applicable securities and other applicable laws, rules and regulations, including without limitation, the requirements to qualify as a REITrules and regulations of the FINRA, in each jurisdiction in which the Directed Units are offered in connection with the Directed Unit Program; (xw) that to maintain a system of internal accounting controls, either directly or through the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Management Agreement, sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and shall not take any actionto maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or refrain from taking any actionspecific authorization, that would delay or prevent closing of and (iv) the Second Merger; (y) that the Company and each Aames Transaction Party will recorded

Certain Covenants. Each of the Company, each Aames Transaction Party and, with respect to (a) The Company hereby covenants and (x) below only, SFP, hereby agrees with each Underwriter: (a) to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under (or otherwise obtaining exemptions from the application of) the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative Representatives may designate and to maintain such qualifications qualifications, registrations, and exemptions, as applicable, in effect as long as requested by the Representative Representatives for the distribution of the Shares, provided that neither the Company nor any other Transaction Party shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state jurisdiction (except, in respect of the Company only, except service of process with respect to the offering and sale of the Shares)) where it is not presently qualified; and to promptly advise the Representatives of the receipt by the Company of any notification with respect to the suspension of the qualification, registration, or exemption of the Shares for offer or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) if, at the time this Agreement is executed and delivered, it is necessary for (i) a post-effective amendment to the Registration Statement or the S-4 (ii) a Rule 462(b) Registration Statement to be declared filed with the Commission and become effective before the offering of the Shares may commence or the Second Merger may closecommence, the Company and each Aames Transaction Party will endeavor use its reasonable best efforts to cause such post-effective amendment or Rule 462(b) Registration Statement to become effective and will pay any applicable fees in accordance with the Securities Act as soon as possible and will advise the Representative Representatives promptly and, if requested by the RepresentativeRepresentatives, will confirm such advice in writing, (i) when such post-effective amendment or Rule 462(b) Registration Statement has become effectiveeffective and (ii) if Rule 430A under the Securities Act is used, when the Prospectus has been filed with the Commission pursuant to Rule 424(b) under the Securities Act (which the Company agrees to file in a timely manner in accordance with such Rules); (c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission pursuant to Rule 424(b) under the Securities Act not later than 10:00 a.m. (New York City timein a manner and within the time period required by Rule 424(b), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (promptly, and with respect for so long as a prospectus relating to the initial delivery of such ProspectusShares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree) to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act RegulationsAct, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; unless required by law, prior to filing with the Commission any amendment or supplement to the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ or Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and make no such filing to which the Representative shall reasonably object; (d) to advise the Representative Representatives promptly and (if requested by the RepresentativeRepresentatives) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act RegulationsAct; (e) to furnish a copy of each proposed Free Writing Prospectus (or any amendment or supplement thereto) to the Representatives and counsel for the Underwriters for review, a reasonable amount of time prior to the proposed time of filing or use thereof, and obtain the consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus (or any amendment or supplement thereto) pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto; (f) to comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable; (g) to advise the Representative Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration ▇▇▇▇▇▇▇▇▇Statement, ▇-▇ the Preliminary Prospectus, the Prospectus or Prospectus any Issuer Free Writing Prospectus, or for additional information with respect thereto, or ; (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration ▇▇▇▇▇▇▇▇▇, ▇-▇ Statement or of any order preventing or suspending the use of any the Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, or consummation of the Second Merger, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement; or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representatives shall reasonably object in writing; (fh) to furnish to the Representative Underwriters for a period of three years one year from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports reports, proxy statements, or other communications supplied filed with or furnished to holders of shares of Common Stock in the form so suppliedCommission, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, FINRA or the NASD and any material reports filed by the Company with any securities exchange, in each case, in the form so filed (it being understood that any report which upon filing shall be available through ▇▇▇▇▇ shall be deemed furnished in accordance with this subclause (ii)) exchange and (iii) such other information as the Representative Underwriters may reasonably request regarding the Company and the Subsidiaries; , provided, if applicable in the case of subclauses (ii) and (iii) abovehowever, that any information that is reasonably deemed by the Company to requirements of this Section shall be confidential will be subject satisfied to the execution and delivery of customary non-disclosure agreements in favor of the Company extent that such reports, statement, communications, financial statements or other documents are reasonably satisfactory to the Representativeavailable on EDGAR; (gi) to advise the Representative Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative Representatives or counsel for the Underwriters, (i) would require the making of any change in the Disclosure Package or the Prospectus then being used so that the Disclosure Package or the Prospectus would not include 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 the light of the circumstances under which they were made, not misleading, ; (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares; or (iii) if it is necessary at any time to amend or supplement the Disclosure Package or the Prospectus to comply with the Securities Act and the Securities Act Regulations any law and, during such time, to promptly prepare and furnish to the Representative Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Disclosure Package or the Prospectus so that the Disclosure Package or the Prospectus as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is so delivered, be misleadingmisleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Disclosure Package or the Prospectus will comply with the Securities Act and the Securities Act Regulationslaw; (hj) to file promptly with the Commission any amendment or supplement to the Registration Statement, S-4 or any Preliminary Prospectus, the Prospectus or any supplement to the Issuer Free Writing Prospectus that may, in the judgment of the Company or the RepresentativeRepresentatives, be required by the Securities Act or requested by the Commission; (ik) prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives to the filing; (l) to furnish promptly to the Representative Representatives a signed copy of the Registration Statement and S-4Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative Representatives may reasonably request; (jm) to furnish to the RepresentativeRepresentatives, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and Commission, during the period referred to in paragraph (fh) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14 14, or 15(d) of the Exchange Act and during such period to file all such documents in the manner and within the time periods required by the Exchange Act and the Exchange Act RegulationsAct; (kn) to refrain from taking any action that would result in an Underwriter or the Company being required to file with the Commission a Free Writing Prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder; (o) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Registration Statement, the Disclosure Package and the Prospectus; (lp) to make generally available to its security holders and to deliver to the Representative Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions and of Rule 158 of under the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement, provided, however, that the requirements of the Section shall be satisfied to the extent that such statement is available on ▇▇▇▇▇; (mq) to furnish use its reasonable best efforts to list and to maintain the Representative as early as practicable prior to the Closing Time and any Date of Delivery, as the case may be, but not later than two business days prior thereto, a copy quotation of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 6(e) hereofShares on Nasdaq; (nr) to comply with all provisions the Securities Act and the Exchange Act so as to permit the completion of any undertakings contained in the distribution of the Shares as contemplated by this Agreement, the Registration Statement, the Disclosure Package and the Prospectus; (os) to use its best efforts promptly notify the Representatives if the Company ceases to list be an Emerging Growth Company at any time prior to the later of (i) the time when a prospectus relating to the Shares on the NYSE and to maintain the listing of the Shares on the NYSE, and to file with the NYSE all documents and notices is not required by the NYSE Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) and (ii) completion of companies that have securities that are tradedthe Company Lock-up Period (as defined below); (pt) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (qu) to refrain during invest or otherwise use the proceeds received by the Company from its sale of the Shares, and to continue to operate its business, in such a period manner as would not require the Company or any of its Subsidiaries to register as (i) an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act or (ii) an “investment adviser” as such term is term is defined in the Investment Advisers Act; (v) to refrain, from the date hereof until 180 days from after the date of the ProspectusProspectus (such period, the “Company Lock-up Period”), without the prior written consent of the Representative▇. ▇▇▇▇▇ (which consent may be withheld ▇. ▇▇▇▇▇’▇’ sole discretion), from, directly or indirectly, (i) offering, pledging, mortgaging, charging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could would be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares, or filing or confidentially submitting any registration statement under the Securities Act with respect to any of the foregoing, foregoing (other than the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company’s equity incentive plans that are described in the Registration Statement); or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise (each such event and action set forth in (i) and (ii) above, a “Transfer”)otherwise. In respect of the Company only, the The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise or settlement of an option equity award, restricted stock or share unit or the exercise of any warrants, outstanding on the date hereof and referred to in the Prospectus, (C) the redemption by Aames Financial of its 5.5% convertible subordinated debentures or the issuances of shares of Common Stock Ordinary Shares issued upon the conversion or exchange of such debentures, (D) options and other interests and rights granted under the Company’s Equity Incentive Plan, provided that the holder of such option or other interest or right may not, directly or indirectly, Transfer such options, interests and/or rights within such 180-day period or (E) the filing by the Company of a registration statement under the Securities Act pursuant to a request by (1) SFP in accordance with the Registration Rights and Governance Agreement (convertible securities outstanding as in effect on the date hereof) and/or (2) affiliates of the Representative in accordance with registration rights granted in connection with any concurrent private placement of shares of the Company’s common stock, in each case, on or after the 120-day anniversary of the First Merger so long as such registration statement is not declared effective until the 181-day anniversary of the date of the Agreement described in the Prospectus; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (iD) take, directly or indirectly prior to termination any issuance of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Ordinary Shares or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company, except for securitizations of mortgage loans or sales by the Company of mortgage-backed securities. The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable provisions of Regulation M, and shall not take any action which will directly or indirectly violate Regulation M; (s) to cause each 1% or greater stockholder, officer and director of the Company and Aames Financial I to furnish to the Representative, prior to the first Date of Delivery, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock Ordinary Shares pursuant to any stock or (ii) enter into any swap share option, stock or share bonus or other derivatives transaction that transfers to another, in whole stock or in part, any of the economic benefits share plan or risks of ownership of such shares of Common Stock, whether any such transaction arrangement described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securitiesthe Registration Statement, in cash or otherwise, in each case for a period of 180 days from the date of Disclosure Package and the Prospectus, but only if the holders of such securities agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Company Lock-up Period without the prior written consent of the Representative; providedRepresentatives (which consent may be withheld in their sole discretion), however, that (E) the letter agreement with SFP may permit SFP Company’s facilitating of the establishment of a trading plan pursuant to exercise its demand registration rights Rule 10b5-1 under the Registration Rights Exchange Act for the transfer of Ordinary Shares by a shareholder, director, director nominee or officer, provided that (x) such plan does not provide for the transfer of such Ordinary Shares during the Company Lock-up Period and Governance Agreement (as in effect on y) to the date hereof) and include Shares owned by SFP in extent a registration statement filed public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company under regarding the Securities Act so long as establishment of such registration plan, such announcement or filing shall include a statement complies with the restrictions thereon set forth in Section 4(q)(E) of this Agreement; (t) that the provisions of the letter agreement dated January 9, 2004, between the Company and the Representative shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (u) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in amounts that are reasonable and customary for companies similar to the Company, which shall apply to the offering contemplated herein; (v) if at any time during the 60-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representative advising the Company to the effect set forth abovethat no transfer of Ordinary Shares may be made under such plan during the Company Lock-up Period, or (F) the Company’s issuance of Ordinary Shares or any securities convertible into, or exercisable or exchangeable for, Ordinary Shares, or the entry into an agreement to forthwith prepareissue Ordinary Shares or any securities convertible into, consult or exercisable or exchangeable for, Ordinary Shares, in connection with any merger, joint venture, strategic transaction, or the Representative concerning acquisition of the substance ofsecurities, and disseminate a press release business, property or other public statementassets of another individual or entity or the assumption of an employee benefit plan or employee stock or share purchase plan in connection with a merger or acquisition, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event; (w) provided that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT; (x) that the Company and each Transaction Party will use its best efforts to cause the Second Merger to be effected and completed no later than two (2) business days after the date of this Agreement, and shall not take any action, or refrain from taking any action, that would delay or prevent closing of the Second Merger; (y) that the Company and each Aames Transaction Party will