EXHIBIT 99.13 PURCHASE AGREEMENT This PURCHASE AGREEMENT is made and entered into as of April 26, 2002 (the "Agreement") by and among Blue River, LLC, JMG Convertible Investments, L.P., JMG Trition Offshore Fund Ltd., Camden Asset Management L.P....Purchase Agreement • April 30th, 2002 • Capital Z Financial Services Fund Ii Lp • Mortgage bankers & loan correspondents • New York
OFLimited Liability Company Agreement • August 29th, 2000 • Capital Z Financial Services Fund Ii Lp • Services-nursing & personal care facilities • Delaware
Exhibit 2 ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of the 25th day of February, 1999 by and between Capital Z Financial Services...Assignment and Assumption Agreement • March 5th, 1999 • Capital Z Financial Services Fund Ii Lp • Services-services, nec • New York
R E C I T A L S ---------------Registration Rights Agreement • February 4th, 2002 • Capital Z Financial Services Fund Ii Lp • Mortgage bankers & loan correspondents • Delaware
Exhibit 99(h) CONTRIBUTION AGREEMENTContribution Agreement • August 29th, 2000 • Capital Z Financial Services Fund Ii Lp • Services-nursing & personal care facilities • New York
EXHIBIT 7.5 ----------- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of May 7, 2007 among Universal American Financial Corp., a New York corporation (the "Company"), and the other parties named...Registration Rights Agreement • May 11th, 2007 • Capital Z Financial Services Fund Ii Lp • Life insurance • New York
LOCK-UP AGREEMENTLock-Up Agreement • April 5th, 2002 • Capital Z Financial Services Fund Ii Lp • Services-business services, nec
EXHIBIT 99.6 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION...Warrant Agreement • February 4th, 2002 • Capital Z Financial Services Fund Ii Lp • Mortgage bankers & loan correspondents • Delaware
VOTING AGREEMENTVoting Agreement • May 11th, 2007 • Capital Z Financial Services Fund Ii Lp • Life insurance • New York
FORM OF WARRANTWarrant Agreement • February 4th, 2002 • Capital Z Financial Services Fund Ii Lp • Mortgage bankers & loan correspondents • Delaware
EXHIBIT 99.7 PREFERRED STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement") dated as of May 19, 2000, between Aames Financial Corporation, a Delaware corporation (the "Company") and Specialty Finance Partners, a Bermuda general...Preferred Stock Purchase Agreement • February 4th, 2002 • Capital Z Financial Services Fund Ii Lp • Mortgage bankers & loan correspondents • Delaware
TABLE OF CONTENTS ARTICLE 1 DEFINITIONSStockholders Agreement • March 5th, 1999 • Capital Z Financial Services Fund Ii Lp • Services-services, nec • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 1998 • Capital Z Financial Services Fund Ii Lp • Insurance agents, brokers & service • Delaware
July 12, 2000 Specialty Finance Partners 54 Thompson Street New York, NY 10012 Re: Amendment of Registration Rights Agreement ------------------------------------------ Gentlemen: The Registration Rights Agreement, entered into between Aames Financial...Registration Rights Agreement • February 4th, 2002 • Capital Z Financial Services Fund Ii Lp • Mortgage bankers & loan correspondents
The Registration Rights Agreement, entered into between Aames Financial Corporation (the "Company") and Specialty Finance Partners, as successor in interest to Capital Z Financial Services Fund II, L.P., dated as of December 23, 1998 is hereby amended such that the definition of "Preferred Stock" shall be deemed to include any shares of the Company's Series D Convertible Preferred Stock, par value $0.001 per share, issued pursuant to that certain Preferred Stock Purchase Agreement, dated as of May 21, 2000, as amended.
EXHIBIT 7.2 ----------- SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 11th, 2007 • Capital Z Financial Services Fund Ii Lp • Life insurance • New York
EXHIBIT 99.14 Joint Filing Agreement The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Series D Preferred Stock of Aames Financial Corporation is, and any amendment thereto signed by each of the undersigned...Joint Filing Agreement • February 4th, 2002 • Capital Z Financial Services Fund Ii Lp • Mortgage bankers & loan correspondents
The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Series D Preferred Stock of Aames Financial Corporation is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d1-(k) under the Securities Exchange Act of 1934, as amended.
ARTICLE II. REPRESENTATIONS AND WARRANTIES..................... 2Securities Purchase Agreement • March 5th, 1999 • Capital Z Financial Services Fund Ii Lp • Services-services, nec • New York
JOINT FILING AGREEMENTJoint Filing Agreement • March 5th, 1999 • Capital Z Financial Services Fund Ii Lp • Services-services, nec
Each of the undersigned parties hereby agrees that the Schedule 13D filed herewith is filed jointly, pursuant to Rule 13d-1(f)(1) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, on behalf of each of them.
WARRANT To Purchase Series C Convertible Preferred Stock of AAMES FINANCIAL CORPORATIONWarrant Agreement • February 4th, 2002 • Capital Z Financial Services Fund Ii Lp • Mortgage bankers & loan correspondents • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • September 25th, 2007 • Capital Z Financial Services Fund Ii Lp • Hospital & medical service plans
The undersigned acknowledge and agree that the foregoing Amendment to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Execution Copy MANAGEMENT VOTING AGREEMENT MANAGEMENT VOTING AGREEMENT dated as of December 23, 1998, among Capital Z Financial Services Fund II, L.P., a Bermuda limited partnership ("Capital Z"), and Cary Thompson and Neil Kornswiet (collectively,...Management Voting Agreement • April 12th, 2000 • Capital Z Financial Services Fund Ii Lp • Loan brokers • Delaware
WARRANTWarrant Agreement • June 30th, 2000 • Capital Z Financial Services Fund Ii Lp • Loan brokers • Delaware
Joint Filing AgreementJoint Filing Agreement • January 5th, 1999 • Capital Z Financial Services Fund Ii Lp • Loan brokers
The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Common Stock of Aames Financial Corporation is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d1-(k) under the Securities Exchange Act of 1934, as amended.
WARRANTWarrant Agreement • February 4th, 2002 • Capital Z Financial Services Fund Ii Lp • Mortgage bankers & loan correspondents • Delaware
A. Jay Meyerson Chief Executive Officer Aames Financial Corporation 350 S. Grand Avenue, 52nd Floor Los Angeles, California 90071 RE: INVESTMENT IN PREFERRED STOCK Gentlemen: Pursuant to the Preferred Stock Purchase Agreement, by and between Aames...Preferred Stock Purchase Agreement • June 30th, 2000 • Capital Z Financial Services Fund Ii Lp • Loan brokers • Delaware
ARTICLE 1 DEFINITIONSStockholders' Agreement • May 11th, 2007 • Capital Z Financial Services Fund Ii Lp • Life insurance • New York
Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Class A Common Stock of Wit Capital Group, Inc. is, and any amendment thereto signed by each of the undersigned shall be,...Joint Filing Agreement • May 25th, 2000 • Capital Z Financial Services Fund Ii Lp • Security brokers, dealers & flotation companies
The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Class A Common Stock of Wit Capital Group, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d1-(k) under the Securities Exchange Act of 1934, as amended.
