Common use of JOB DESCRIPTION AND RELATED ENTITIES Clause in Contracts

JOB DESCRIPTION AND RELATED ENTITIES. Oversee the day to day operations of the Organization in support of policies, goals and objectives established by the Chief Executive Officer and the Board of Directors of Employer. Serve on the Executive Committee and the Asset Liability Committee of Impac Mortgage Holdings, Inc. For purposes of this Exhibit A, “Organization” means Employer and any affiliates or related entities of Employer for whom Employee is requested to provide services pursuant to the Employment Agreement by and between Employer and Employee dated as of April 1, 2003 (the “Agreement”). Manage and supervise the Organization’s senior management in the following areas: credit, sales, legal (and human resources through legal), finance, secondary marketing, asset liability, and operations. In consultation and coordination with the Chief Executive Officer and the Board of Directors of Employer and, as the case may be, the Chief Executive Officer and the Board of Directors of other entities within the Organization, the COO’s responsibilities include participating in the oversight, management and administration of the following areas for the Organization, either directly or through supervision of senior managers charged with primary responsibility for such areas: finance; personnel; organization and administration; legal compliance; development, promotion and delivery of the Organization’s products and services; planning and budgeting; policy development; evaluate and report on the Organization’s performance. Employee acknowledges, understands and agrees that Employee will be requested by Employer to devote some or all of Employee’s time and effort during the term of employment pursuant to the Agreement (and consistent with the above job descriptions) to the businesses of Employer’s affiliates or related entities pursuant to certain agreements and relationships between and among Employer and such affiliates or related entities. Such affiliates and related entities include, but are not limited to, the following: Impac Mortgage Holdings, Inc., Impac Mortgage Capital Corp., Impac Warehouse Lending Group, IMH Assets Corp., Novelle Financial Services, Inc., Impac Lending Group, Impac Secured Assets Corp., Impac Mortgage Acceptance Corp., Impac Multifamily Capital Corp. and Impac Foundation. Employee further understands and acknowledges that, pursuant to the Agreement, Employee may be directed by Employer to provide services consistent with the above job descriptions to additional real estate investment trusts or other entities which Employer establishes or with which Employer affiliates or becomes related and for which there exists an agreement with Employer or any of the above entities to provide such services. Employee understands and acknowledges that Employee’s obligations under the Agreement, including Employee’s duties under Section 4 thereof and the Proprietary Rights and Inventions Agreement entered into pursuant to Section 6 thereof, shall apply and extend to Employee’s knowledge of the business of Employer’s affiliates or related entities and any trade secret or other confidential or proprietary information relating to same. EXHIBIT A EXHIBIT B

JOB DESCRIPTION AND RELATED ENTITIES. Oversee the day to day operations of Manage and direct the Organization in support of policiestoward its primary objectives, goals based on profit and objectives established return on capital, by performing the Chief Executive Officer and the Board of Directors of Employerfollowing duties through direct reports. Serve on the Executive Committee and the Asset Liability Committee of Impac Mortgage Holdings, Inc. For purposes of this Exhibit A, “Organization” means Employer and any affiliates or related entities of Employer for whom Employee is requested to provide services pursuant to the Employment Agreement by and between Employer and Employee dated as of April 1, 2003 (the “Agreement”). Manage Implement policies and supervise procedures established by the Board of Directors of Employer and the Board of Directors of other entities within the Organization’s senior management in the following areas: credit, sales, legal (and human resources through legal), finance, secondary marketing, asset liability, and operationsoversee adherence to those policies and procedures. In consultation Establish current and coordination long-range strategies, plans and policies. Establish and maintain the necessary corporate environment to carry out major plans and procedures, consistent with the Chief Executive Officer established policies and approval by the Board of Directors of Employer and, as the case may be, the Chief Executive Officer and approval by the Board of Directors of other entities within the Organization, . Responsible for maintaining the COO’s responsibilities include participating in the oversight, management overall adequacy and administration of the following areas for the Organization, either directly or through supervision of senior managers charged with primary responsibility for such areas: finance; personnel; organization and administration; legal compliance; development, promotion and delivery soundness of the Organization’s products and services; planning and budgeting; policy development; evaluate and report on financial structure. Review operating results of the Organization’s performance, compare them to established objectives, and take steps to ensure that appropriate measures are taken to correct unsatisfactory results. Establish and maintain an effective system of communications throughout the Organization. Represent the Organization with major customers, shareholders, the financial community and the public. Employee acknowledges, understands and agrees that Employee will be requested by Employer to devote some or all of Employee’s time and effort during the term of employment pursuant to the Agreement (and consistent with the above job descriptions) to the businesses of Employer’s affiliates or related entities pursuant to certain agreements and relationships between and among Employer and such affiliates or related entities. Such affiliates and related entities include, but are not limited to, the following: Impac Mortgage Holdings, Inc., Impac Mortgage Capital Corp., Impac Warehouse Lending Group, IMH Assets Corp., Novelle Financial Services, Inc., Impac Lending Group, Impac Secured Assets Corp., Impac Mortgage Acceptance Corp., Impac Multifamily Capital Corp. and Impac Foundation. Employee further understands and acknowledges that, pursuant to the Agreement, ; Employee may be directed by Employer to provide services consistent with the above job descriptions to additional real estate investment trusts or other entities which Employer establishes or with which Employer affiliates or becomes related and for which there exists an agreement with Employer or any of the above entities to provide such services. Employee understands and acknowledges that Employee’s obligations under the Agreement, including Employee’s duties under Section 4 thereof and the Proprietary Rights and Inventions Agreement entered into pursuant to Section 6 thereof, shall apply and extend to Employee’s knowledge of the business of Employer’s affiliates or related entities and any trade secret or other confidential or proprietary information relating to same. EXHIBIT A EXHIBIT B

JOB DESCRIPTION AND RELATED ENTITIES. Oversee Responsible for planning, coordinating and directing in the day to day operations operational and financial affairs of the Organization in support of policies, goals and objectives established by the Chief Executive Officer and the Board of Directors of EmployerOrganization,. Serve on the Executive Committee and the Asset Liability Committee of Impac Mortgage Holdings, Inc. For purposes of this Exhibit AA2, “Organization” means Employer and any affiliates or related entities of Employer for whom Employee is requested to provide services pursuant to the Employment Agreement Agreement, as amended by and between Employer and Employee dated as of April 1, 2003 (the “Agreement”). Manage Provide management and supervise the Board of Directors of Employer and all of the entities within the Organization with meaningful and timely information regarding the Organization’s senior management in the following areas: creditoperations performance. Monitor compliance with applicable laws, sales, legal (and human resources through legal), finance, secondary marketing, asset liabilityrules, and operationsregulations related to performance of the Organization, and implement and oversee programs designed to ensure such compliance. Serve on the Asset Liability Committee of Impac Mortgage Holdings, Inc. (“IMH”) and administer and oversee its interest rate risk management of IMH’s balance sheet. Recommend and implement asset/liability and tax strategies to improve financial performance. Provide appropriate financial analysis of investment, merger and acquisition alternatives. Manage the staff of exempt and non-exempt employees. Perform supervisory duties to include: hiring, corrective action, performance appraisals, salary reviews, counseling, work scheduling, training, and budgeting. Oversee and manage the Organization’s information technology (“IT”) department. Oversee and approve IT projects and allocation of resources and approval of all IT related capital expenditures. In addition he shall be responsible to perform those duties and functions that are normally consistent with this position. In consultation and coordination with the Chief Executive Officer and the Board of Directors of Employer and, as the case may be, the Chief Executive Officer and the Board of Directors of other entities within the Organization, the COO’s responsibilities include participating in the oversight, management and administration of the following areas for the Organization, either directly or through supervision of senior managers charged with primary responsibility for such areas: finance; personnel; organization and administration; legal compliance; development, promotion and delivery of the Organization’s products and services; planning and budgeting; policy development; evaluate and report on the Organization’s performance. Employee acknowledges, understands and agrees that Employee will be requested by Employer to devote some or all of Employee’s time and effort during the term of employment pursuant to the Agreement (and consistent with the above job descriptionsdescription) to the businesses business of Employer’s affiliates or related entities pursuant to certain agreements and relationships between and among Employer and such affiliates or related entities. Such affiliates and related entities include, but are not limited to, the following: Impac Mortgage Holdings, Inc., Impac Mortgage Commercial Capital Corp., Impac Warehouse Lending Group, IMH Assets Corp., Novelle Financial Services, Inc., Impac Lending Group, Impac Secured Assets Corp., Impac Mortgage Acceptance Corp., Impac Multifamily Commercial Capital Corp. Corporation, and Impac Foundation. Employee further understands and acknowledges that, pursuant to the Agreement, Employee may be directed by Employer to provide services consistent with the above job descriptions to additional real estate investment trusts or other entities which Employer establishes or with which Employer affiliates or becomes related and for which there exists an agreement with Employer or any of the above entities to provide such services. Employee understands and acknowledges that Employee’s obligations under the Agreement, including Employee’s duties under Section 4 thereof and the Proprietary Rights and Inventions Agreement entered into pursuant to Section 6 thereof, shall apply and extend to Employee’s knowledge of the business of Employer’s affiliates or related entities and any trade secret or other confidential or proprietary information relating to same. EXHIBIT A EXHIBIT B.

JOB DESCRIPTION AND RELATED ENTITIES. Oversee the day to day operations of the Organization in support of policies, goals and objectives established by the Chief Executive Officer and the Board of Directors of Employer. Serve on the Executive Committee and the Asset Liability Committee of Impac Mortgage Holdings, Inc. For purposes of this Exhibit A, “Organization” means Employer and any affiliates or related entities of Employer for whom Employee is requested to provide services pursuant to the Employment Agreement Agreement, as amended, by and between Employer and Employee dated as of April 1, 2003 (the “Agreement”). Manage and supervise the Organization’s Organizations’ senior management in the following areas: credit, sales, legal (and human resources through legal), finance, secondary marketing, asset liability, and operations. In consultation operations and coordination to perform such other duties and functions as are normally consistent with the Chief Executive Officer and the Board of Directors of Employer and, as the case may be, the Chief Executive Officer and the Board of Directors of other entities within the Organization, the COO’s responsibilities include participating in the oversight, management and administration of the following areas for the Organization, either directly or through supervision of senior managers charged with primary responsibility for such areas: finance; personnel; organization and administration; legal compliance; development, promotion and delivery of the Organization’s products and services; planning and budgeting; policy development; evaluate and report on the Organization’s performancethis position. Employee acknowledges, understands and agrees that Employee will be requested by Employer to devote some or all of Employee’s time and effort during the term of employment pursuant to the Agreement (and consistent with the above job descriptionsdescription) to the businesses business of Employer’s affiliates or related entities pursuant to certain agreements and relationships between and among Employer and such affiliates or related entities. Such affiliates and related entities include, but are not limited to, the following: Impac Mortgage Holdings, Inc., Impac Mortgage Capital Corp., Impac Warehouse Lending Group, IMH Assets Corp., Novelle Financial Services, Inc., Impac Lending Group, Impac Secured Assets Corp., Impac Mortgage Acceptance Corp., Impac Multifamily Commercial Capital Corp. Corporation, and Impac Foundation. Employee further understands and acknowledges that, pursuant to the Agreement, Employee may be directed by Employer to provide services consistent with the above job descriptions to additional real estate investment trusts or other entities which Employer establishes or with which Employer affiliates or becomes related and for which there exists an agreement with Employer or any of the above entities to provide such services. Employee understands and acknowledges that Employee’s obligations under the Agreement, including Employee’s duties under Section 4 thereof thereof, and the Proprietary Rights and Inventions Agreement entered into pursuant to Section 6 thereof, shall apply and extend to Employee’s knowledge of the business of Employer’s affiliates or related entities and any trade secret or other confidential or proprietary information relating to same. EXHIBIT A EXHIBIT B.