0001193125-03-019673 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2003 • Impac Mortgage Holdings Inc • Real estate investment trusts • California

THIS EMPLOYMENT AGREEMENT is made as of April 1, 2003, by and between Impac Funding Corporation, a California corporation (“Employer”), and Richard J. Johnson, an individual (“Employee”); provided that the Incentive Compensation that may be paid pursuant to this Agreement is subject to approval by a majority of the shareholders of Impac Mortgage Holdings, Inc., a Maryland corporation (“IMH”), and if such shareholder approval is not obtained on or before the earlier of (i) the date of the next annual meeting of the shareholders of IMH and (ii) August 31, 2003, then this Agreement shall terminate as of the earlier of such dates and be of no further force or effect.

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IMPAC MORTGAGE HOLDINGS, INC. GUARANTY
Guaranty • July 15th, 2003 • Impac Mortgage Holdings Inc • Real estate investment trusts • California

This Guaranty, dated as of April 1, 2003, is executed by Impac Mortgage Holdings, Inc., a Maryland corporation (“Guarantor”), in favor of Richard J. Johnson (“Executive”).

IMPAC MORTGAGE HOLDINGS, INC. GUARANTY
Employment Agreement • July 15th, 2003 • Impac Mortgage Holdings Inc • Real estate investment trusts • California

This Guaranty, dated as of April 1, 2003, is executed by Impac Mortgage Holdings, Inc., a Maryland corporation (“Guarantor”), in favor of Joseph R. Tomkinson (“Executive”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • July 15th, 2003 • Impac Mortgage Holdings Inc • Real estate investment trusts • California

THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 1st day of July, 2003 by and between IMPAC Mortgage Holding, Inc., a Maryland corporation (the “Purchaser”), Joseph R. Tomkinson, Johnson Revocable Living Trust and William S. Ashmore (collectively referred to as “Sellers”).

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