0000950123-10-112897 Sample Contracts

EXCHANGE AGREEMENT by and between JEFFERIES CAPITAL PARTNERS IV L.P. JEFFERIES EMPLOYEE PARTNERS IV LLC JCP PARTNERS IV LLC and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY and NOVASTAR FINANCIAL, INC. dated as of December 10, 2010
Exchange Agreement • December 10th, 2010 • Novastar Financial Inc • Real estate agents & managers (for others) • Maryland

This Exchange Agreement (“Agreement”), dated as of December 10, 2010 is by and between Jefferies Capital Partners IV L.P., Jefferies Employee Partners IV LLC and JCP Partners IV LLC, each organized under the laws of Delaware (collectively, “Jefferies”), Massachusetts Mutual Life Insurance Company, a Massachusetts corporation (“Mass Mutual”) and NovaStar Financial, Inc., a Maryland corporation (“NovaStar”).

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VOTING AGREEMENT
Voting Agreement • December 10th, 2010 • Novastar Financial Inc • Real estate agents & managers (for others) • Maryland

This Voting Agreement (“Agreement”), dated as of December 10, 2010 is by and between Howard Amster, Barry Igdaloff and NovaStar Financial, Inc., a Maryland corporation (“NovaStar”). Mr. Amster and Mr. Igdaloff herein are the “Shareholders”.

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