UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2014 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
JMP Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A attached hereto (collectively, the “Underwriters”) up to an aggregate principal amount of $42,000,000 of the Company’s 7.25% Senior Notes due 2021 (the “Firm Offered Notes”) in accordance with the terms and conditions of this Underwriting Agreement (this “Agreement”). In addition, the Company has granted to the Underwriters an option to purchase an additional $6,300,000 aggregate principal amount of the Company’s 7.25% Senior Notes due 2021 (the “Optional Notes”), all as provided in Section 2. The Firm Offered Notes and, if and to the extent such option is exercised, the Optional Notes are collectively called the “Notes.” Keefe, Bruyette & Woods, Inc. (“KBW”), Jefferies LLC (“Jefferies”) and JMP Securities LLC agreed to act as Representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of th
JMP Group Inc. 3,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: April 21, 2011Equity Distribution Agreement • April 22nd, 2011 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 27th, 2007 • JMP Group Inc. • Security brokers, dealers & flotation companies • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2007 (the “Effective Date”) by and between JMP Group Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2008 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
REGISTRATION RIGHTS AGREEMENT, dated as of January 18, 2008 (this “Agreement”), between NEW YORK MORTGAGE TRUST, INC., a Maryland corporation (the “Company”), and each of JMP Group Inc., JMP Realty Trust, Inc., Harvest Opportunity Partners II, L.P., Harvest Opportunity Partners Offshore Fund, Ltd., Harvest Small Cap Partners, L.P. and Harvest Small Cap Offshore, Ltd. (collectively, the “Investors”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 28th, 2008 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2007 by and between NEW YORK MORTGAGE TRUST, INC., a Maryland corporation (the “Company”) and EACH OF THE INVESTORS LISTED ON SCHEDULE I HERETO (each an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 11, 2012 between JMP GROUP LLC, and CITY NATIONAL BANKCredit Agreement • November 1st, 2012 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 11, 2012, is entered into between JMP GROUP LLC, a Delaware limited liability company (“Borrower”) and CITY NATIONAL BANK, a national banking association (“Lender”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 30, 2014 by and among JMP GROUP LLC, as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and CITY NATIONAL BANK, as Administrative Agent and Lead ArrangerCredit Agreement • May 1st, 2014 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 30, 2014, is entered into by and among JMP GROUP LLC, a Delaware limited liability company (“Borrower”), the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and CITY NATIONAL BANK, a national banking association (“CNB”), as administrative agent for the Lenders and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and as lead arranger.
ADVISORY AGREEMENTAdvisory Agreement • January 28th, 2008 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
THIS ADVISORY AGREEMENT is made as of January 18, 2008 by and between NEW YORK MORTGAGE TRUST, INC., a Maryland corporation (the “Company”), NEW YORK MORTGAGE FUNDING LLC and HYPOTHECA CAPITAL, LLC (each a “Subsidiary” and, together with the Company’s other Subsidiaries, as defined in Section 1(u), the “Subsidiaries”), and JMP ASSET MANAGEMENT LLC, a Delaware limited liability company (together with its permitted assignees, the “Advisor”).
Subscription AgreementSubscription Agreement • August 25th, 2009 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
The undersigned (the “Investor”) hereby confirms and agrees with JMP Group Inc., a Delaware corporation (the “Company”), as follows:
CREDIT AGREEMENT by and among BNP PARIBAS, as a Lender, the other Lenders party hereto, JMP CREDIT ADVISORS CLO III LTD., as Borrower, BNP PARIBAS, as Administrative Agent, JMP CREDIT ADVISORS LLC, as Collateral Manager, and JMP CREDIT ADVISORS LLC,...Credit Agreement • March 13th, 2014 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
THIS CREDIT AGREEMENT, dated as of December 11, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this “Agreement”), by and among BNP Paribas and each of the other lenders from time to time party hereto (the “Lenders”), JMP Credit Advisors CLO III Ltd. (the “Borrower”), BNP Paribas, as administrative agent (the “Administrative Agent”), JMP Credit Advisors LLC (the “Collateral Manager”) and JMP Credit Advisors LLC (the “Preferred Investor”).
Underwriting AgreementUnderwriting Agreement • January 23rd, 2013 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • October 1st, 2014 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
THIS COLLATERAL ADMINISTRATION AGREEMENT, dated as of September 30, 2014 (as amended, modified or supplemented from time to time, the “Agreement”), by and among JMP CREDIT ADVISORS CLO III LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), JMP CREDIT ADVISORS LLC, a limited liability company organized under the laws of the State of Delaware (the “Collateral Manager” and its permitted successors and assigns), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as collateral administrator (the “Collateral Administrator” and its permitted successors and assigns).
AMENDMENT NUMBER FIVE TO REVOLVING NOTE AND CASH SUBORDINATION AGREEMENT & REVOLVING NOTERevolving Note and Cash Subordination Agreement • May 1st, 2014 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
This AMENDMENT NUMBER FIVE TO REVOLVING NOTE AND CASH SUBORDINATION AGREEMENT & REVOLVING NOTE (this “Amendment”), effective as of April 30, 2014, is entered into by and between JMP SECURITIES LLC, a Delaware limited liability company (“Broker/Dealer”), and CITY NATIONAL BANK, a national banking association (“Lender”), and in light of the following:
AMENDMENT NUMBER THREE TO CREDIT AGREEMENTCredit Agreement • January 7th, 2009 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
THIS AMENDMENT NUMBER THREE TO CREDIT AGREEMENT (this “Amendment”), dated as of December 31, 2008, is entered into by and between JMP GROUP LLC, a Delaware limited liability company (“Borrower”) and CITY NATIONAL BANK, a national banking association (“Lender”) in light of the following:
JMP GROUP INC. AGREEMENT AND PLAN OF MERGER AUGUST 20, 2014Merger Agreement • August 20th, 2014 • JMP Group Inc. • Security brokers, dealers & flotation companies • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of August 20, 2014, by and among JMP Group LLC, a Delaware limited liability company (the “LLC”), JMP Group Inc., a Delaware corporation (the “Corporation”), and JMP Merger Corp., a Delaware corporation (“Merger Corp.”) and a wholly owned subsidiary of the LLC.
REORGANIZATION AND EXCHANGE AGREEMENTReorganization and Exchange Agreement • May 8th, 2007 • JMP Group Inc. • Security brokers, dealers & flotation companies • Delaware
REORGANIZATION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2007, by and among JMP Group LLC, a Delaware limited liability company (the “Company”), JMP Holdings Inc., a Delaware corporation and Member of the Company (“Holdings”) and Joseph A. Jolson, as representative of the Shareholders (as such term is defined below) and as the attorney-in-fact and agent for and on behalf of each Shareholder (“Representative”). The Company, Holdings and Representative are referred to herein individually as a “Party” and collectively as “Parties.” Capitalized terms used in this Agreement shall have the same meaning set forth in the LLC Agreement, unless a different meaning is set forth herein, in which case such terms shall have the meaning set forth herein.
FIRST AMENDMENT TO LEASELease • April 19th, 2007 • JMP Group Inc. • Security brokers, dealers & flotation companies
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is dated for reference purposes only as of May 10, 2004 and is entered into between TRANSAMERICA PYRAMID PROPERTIES, LLC, an Iowa limited liability company (“Landlord”), and JOLSON MERCHANT PARTNERS GROUP LLC, a Delaware limited liability company (“Tenant”).
TRANSAMERICA PYRAMID PROPERTIES, LLC c/o Property Management OfficeConsent to Sublease • February 14th, 2007 • JMP Group Inc.
Re: Consent to Sublease (the “Consent”) dated December 18, 2003 among Transamerica Pyramid Properties, LLC, an Iowa limited liability company (“Landlord”), Jolson Merchant Partners Group LLC, a Delaware limited liability company (“Tenant”), and Banc of America Securities LLC, a Delaware limited liability company (“Sublandlord”), respecting that certain Sublease (the “Sublease”) dated December 18, 2003 between Tenant and Sublandlord for premises in the building (the “Building”) known as 600 Montgomery Street, San Francisco, California
AMENDMENT NUMBER SIX TO CREDIT AGREEMENTCredit Agreement • August 25th, 2011 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
This AMENDMENT NUMBER SIX TO CREDIT AGREEMENT (this “Amendment”), dated as of August 24, 2011 is entered into by and between JMP GROUP LLC, a Delaware limited liability company (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), and in light of the following:
JMP GROUP INC.Compensation Agreement • February 5th, 2009 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
You (the “Participant”) have been selected to participate in the JMP Group Inc. 2008 Compensation Program (the “Program”), subject to the terms and conditions of this election form and agreement (the “Election Form”) and the related agreement attached hereto setting forth the additional terms and conditions applicable to your participation in the Program (the “Participation Agreement”).
LEASE AGREEMENT BETWEEN TRANSAMERICA PYRAMID PROPERTIES, LLC, an Iowa limited liability company AS LANDLORD AND JOLSON MERCHANT PARTNERS GROUP LLC, a Delaware limited liability company AS TENANT 600 MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA LEASE...Lease Agreement • February 14th, 2007 • JMP Group Inc. • California
THIS LEASE is dated for reference purposes only as of December 18, 2003, between TRANSAMERICA PYRAMID PROPERTIES, LLC, an Iowa limited liability company (“Landlord”), and JOLSON MERCHANT PARTNERS GROUP LLC, a Delaware limited liability company (“Tenant”).
AMENDMENT NUMBER FIVE TO CREDIT AGREEMENTCredit Agreement • August 4th, 2011 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
This AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT (this “Amendment”), dated as of April 8, 2011 is entered into by and between JMP GROUP LLC, a Delaware limited liability company (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), and in light of the following:
PORTFOLIO MANAGEMENT AGREEMENT dated as of April 30, 2013 between JMP CREDIT ADVISORS CLO II LTD., Issuer and JMP CREDIT ADVISORS LLC, ManagerPortfolio Management Agreement • May 6th, 2013 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
This Portfolio Management Agreement, dated as of April 30, 2013, is entered into by and between JMP Credit Advisors CLO II Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (together with successors and assigns permitted hereunder, the "Issuer"), and JMP Credit Advisors LLC ("JMP"), a limited liability company organized under the laws of the State of Delaware, as portfolio manager (in such capacity, together with its permitted successors and assigns, the "Manager").
FORM OF TAX INDEMNIFICATION AGREEMENTTax Indemnification Agreement • May 8th, 2007 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
THIS TAX INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of , 200_, is entered into by and between JMP Group Inc. (the “Company”) and the individuals and entities listed on the signature page hereof (collectively, the “Indemnitees”).
Shares JMP GROUP INC. Common Stock Underwriting Agreement dated May __, 2007 JMP SECURITIES LLC MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED KEEFE, BRUYETTE & WOODS, INC.Underwriting Agreement • May 8th, 2007 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
JOINT FILING AGREEMENTJoint Filing Agreement • January 28th, 2008 • JMP Group Inc. • Security brokers, dealers & flotation companies
In accordance with Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Series A Preferred Stock, par value $.01 per share, of New York Mortgage Trust, Inc. and further agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13D. Each party to this Joint Filing Agreement expressly authorizes each other party to file on its behalf any and all amendments to such statements. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement this 28th day of January, 2008.
SUBLEASESublease • February 14th, 2007 • JMP Group Inc. • California
PURCHASE AGREEMENT BY AND AMONG JMP CREDIT CORPORATION, AND CRATOS CAPITAL PARTNERS, LLC Dated as of March 31, 2009Purchase Agreement • April 13th, 2009 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of March, 2009, by and among JMP CREDIT CORPORATION, a Delaware corporation (“Buyer”), [* * *] each, a “Seller” and collectively, the “Sellers”), and CRATOS CAPITAL PARTNERS, LLC, a Delaware limited liability company (“Cratos”). Unless otherwise provided, capitalized terms used herein are defined in Article XI.
CONSENT TO SUBLEASEConsent to Sublease • February 14th, 2007 • JMP Group Inc. • California
THIS CONSENT TO SUBLEASE (this “Consent”) is dated as of December 18, 2003, by and among TRANSAMERICA PYRAMID PROPERTIES, LLC, an Iowa limited liability company (“Landlord”), BANC OF AMERICA SECURITIES LLC, a Delaware limited liability company (“Tenant”), and JOLSON MERCHANT PARTNERS GROUP LLC, a Delaware limited liability company (“Subtenant”).
AMENDMENT NUMBER TWO TO REVOLVING NOTE AND CASH SUBORDINATION AGREEMENT & REVOLVING NOTERevolving Note and Cash Subordination Agreement • November 1st, 2012 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
This AMENDMENT NUMBER TWO TO REVOLVING NOTE AND CASH SUBORDINATION AGREEMENT & REVOLVING NOTE (this “Amendment”), dated as of October 11, 2012 is entered into by and between JMP SECURITIES LLC, a Delaware limited liability company (“Broker/Dealer”), and CITY NATIONAL BANK, a national banking association (“Lender”), and in light of the following:
PARTNERS’ EXCHANGE AGREEMENTPartners’ Exchange Agreement • May 8th, 2007 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
This PARTNERS’ EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2007, is entered into by and between JMP Holdings Inc. a Delaware corporation (the “Company”) and the individuals listed on the signature page hereof (each, a “Partner”). “Partner” shall mean, if such person shall have “Transferred” any of his or her “Company Securities” to any of his or her respective “Permitted Transferees” (as such terms are defined below), such person and such Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of such person may be taken at the election of such person and such Permitted Transferees. Capitalized terms used have the meanings set forth in Article 4.
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • May 6th, 2013 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
THIS COLLATERAL ADMINISTRATION AGREEMENT, dated as of April 30, 2013 (as amended, modified or supplemented from time to time, the “Agreement”), is made by and among JMP CREDIT ADVISORS CLO II LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), JMP CREDIT ADVISORS LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Portfolio Manager”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as collateral administrator (in such capacity, the “Collateral Administrator” and its permitted successors and assigns).
AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 6th, 2013 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
This AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 8, 2013 is entered into by and between JMP GROUP LLC, a Delaware limited liability company (“Borrower”), and CITY NATIONAL BANK, a national banking association (“Lender”), and in light of the following:
AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND WAIVERCredit Agreement • May 6th, 2010 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
THIS AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of January 28, 2010, is entered into by and between JMP GROUP LLC, a Delaware limited liability company (“Borrower”) and CITY NATIONAL BANK, a national banking association (“Lender”) in light of the following:
JMP CREDIT ADVISORS CLO III LTD. CERTIFICATED SUBORDINATED NOTES SUBSCRIPTION AGREEMENTSubscription Agreement • October 1st, 2014 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York
