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.
FORM OF TAX INDEMNIFICATION AGREEMENTForm of Tax 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
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.
FORM OF STOCK PLEDGE AGREEMENTForm of Stock Pledge Agreement • May 8th, 2007 • JMP Group Inc. • Security brokers, dealers & flotation companies • California
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of , 200 , is made between by and between JMP Holdings Inc., a Delaware corporation (the “Secured Party” or the “Company”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with the Company, JMP Group LLC and its and their predecessors and successors, the “Firm”), and the individual whose name appears at the end of this Agreement (“Pledgor”).
