0001193125-11-035272 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • February 14th, 2011 • Ellington Financial LLC • Real estate • New York

This AMENDED AND RESTATED MANAGEMENT AGREEMENT is made effective as of July 1, 2009 (this “Agreement”) by and between Ellington Financial LLC, a Delaware limited liability company (the “Company”), and Ellington Financial Management LLC, a Delaware limited liability company (the “Manager”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2011 • Ellington Financial LLC • Real estate • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 17, 2007, by and between Ellington Financial LLC, a Delaware limited liability company (together with any successor entity thereto, the “Company”), Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation (“FBR”), and Ellington Financial Management LLC, a Delaware limited liability company (the “Manager”), for the benefit of (i) FBR, (ii) the purchasers of the Company’s common shares representing limited liability company interests (the “Common Shares”), as participants (“Participants”) in the offering by the Company of its Common Shares (the “Offering”) pursuant to the terms of the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of August 10, 2007, by and among the Company, FBR, and the Manager, (iii) the Manager and (iv) the direct and indirect designees and transferees of FBR, each of the Participants and the Manager.

Joint Filing Agreement February 14, 2011
Joint Filing Agreement • February 14th, 2011 • Ellington Financial LLC • Real estate

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.

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