AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG BIMINI MORTGAGE MANAGEMENT, INC., BIMINI ACQUISITION LLC, OPTEUM FINANCIAL SERVICES, LLC AND THE MEMBERS NAMED HEREIN Dated as of September 29, 2005Agreement and Plan of Merger and Reorganization • September 30th, 2005 • Bimini Mortgage Management Inc • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 29, 2005, is being entered into by and among OPTEUM FINANCIAL SERVICES, LLC, a Delaware limited liability company (the “Company”), BIMINI MORTGAGE MANAGEMENT, INC., a Maryland corporation (“Parent”), BIMINI ACQUISITION LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and PETER NORDEN, RICK FLOYD, MARTIN LEVINE, and solely for purposes of Article I, Section 2.1, Section 4.2, Article V, Article IX, Section 10.2, Section 11.1, Article XII, Article XIII, Article XIV, HELEN KAPLAN, AMY KAPLAN-SCHAEFER, JASON KAPLAN, LISA KAPLAN, MORRIS KAPLAN, MORRIS KAPLAN, AS CUSTODIAN FOR NATHAN KAPLAN, RONALD BLUMSTEIN, ALYSSA BLAKE NORDEN TRUST OF 1993, MICHAEL JARED NORDEN TRUST OF 1993 and AMY SUZANNE NORDEN TRUST OF 1993 (each a “Member” and together, the “Members”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribe
