EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2007 • Novastar Financial Inc • Real estate investment trusts • New York
EXHIBIT 10.2Standby Purchase Agreement • July 20th, 2007 • Novastar Financial Inc • Real estate investment trusts • New York
THIS STANDBY PURCHASE AGREEMENT (this "Agreement"), dated as of July 16, 2007, is made by and among (a) NovaStar Financial, Inc., a Maryland corporation ("NFI"), (b) Massachusetts Mutual Life Insurance Company, a mutual life insurance company ("MassMutual"), and (c) Jefferies Capital Partners IV LP, Jefferies Employee Partners IV LLC and JCP Partners IV LLC (collectively, "Jefferies" and, together with MassMutual, collectively, the "Investors"). Capitalized terms used in this Agreement (including Exhibit A hereto) and defined in this Agreement (including Exhibit A hereto) have the meanings assigned thereto in the Sections indicated on Schedule 1 hereto; and capitalized terms used in this Agreement (including Exhibit A hereto) and not defined herein have the meanings assigned thereto in the Purchase Agreement.
EXHIBIT 10.5Executive Compensation Arrangements • July 20th, 2007 • Novastar Financial Inc • Real estate investment trusts
Reference is made to (i) the Securities Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, among NovaStar Financial Inc., a Maryland corporation (the "Company"), Massachusetts Mutual Life Insurance Company, a mutual life insurance company ("MassMutual"), Jefferies Capital Partners IV L.P., Jefferies Employee Partners IV LLC and JCP Partners IV LLC (collectively, "Jefferies" and, together with MassMutual, collectively, "Investors"), (ii) the Registration Rights and Shareholders Agreement ("Registration Rights and Shareholders Agreement"), dated as of the date hereof, among the Company and the Investors, (iii) the Standby Purchase Agreement (the "Standby Purchase Agreement" and, together with the Purchase Agreement, the Registration Rights and Shareholders Agreement and the agreements contemplated thereby, the "Transaction Agreements"), dated as of the date hereof, among the Company and the Investors. Capitalized terms not otherwise defined herein shall have the
RECITALS:Registration Rights and Shareholders Agreement • July 20th, 2007 • Novastar Financial Inc • Real estate investment trusts • New York
