0001193125-09-148304 Sample Contracts

LONG TERM INCENTIVE PLAN UNIT AWARD AGREEMENT ELLINGTON FINANCIAL LLC INCENTIVE PLAN FOR ENTITIES
Long Term Incentive Plan Unit Award Agreement • July 14th, 2009 • Ellington Financial LLC • Delaware

This Long Term Incentive Plan Unit Award Agreement (this “Award Agreement”), dated as of (the “Date of Grant”), is made by and between Ellington Financial LLC, a Delaware limited liability company (the “Company”) and (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company Incentive Plan for Entities (the “Plan”), attached hereto as Exhibit A and the Operating Agreement of the Company, as may be amended from time to time (the “LLC Agreement”), attached hereto as Exhibit B. Where the context permits, references to the Company shall include any successor to the Company.

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ELLINGTON FINANCIAL LLC COMMON SHARES
Operating Agreement • July 14th, 2009 • Ellington Financial LLC

This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof.

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