0001193125-12-081313 Sample Contracts

PIPER JAFFRAY COMPANIES AMENDMENT TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 27th, 2012 • Piper Jaffray Companies • Security brokers, dealers & flotation companies

This amendment (this “Amendment”) is entered into as of November 15, 2011 between Piper Jaffray Companies, a Delaware corporation (the “Company”), and the above-named recipient (the “Recipient”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2012 • Piper Jaffray Companies • Security brokers, dealers & flotation companies

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of January 25, 2012, by and among PIPER JAFFRAY COMPANIES (the “Borrower”), each of the Subsidiaries of the Borrower a party hereto, each of the banks and other financial institutions a party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (together with its successors and assigns, the “Administrative Agent”).

PIPER JAFFRAY COMPANIES MUTUAL FUND RESTRICTED SHARE INVESTMENT PLAN MUTUAL FUND RESTRICTED SHARE AGREEMENT (2012 Annual Grant)
Mutual Fund Restricted Share Agreement • February 27th, 2012 • Piper Jaffray Companies • Security brokers, dealers & flotation companies • Delaware

This is a Mutual Fund Restricted Share Agreement (“Agreement”) between Piper Jaffray Companies, a Delaware corporation (the “Company”), and the above-named employee of the Company or an Affiliate of the Company (the “Employee”). The Company maintains the Piper Jaffray Companies Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “Plan”), which allows the Employee the option of receiving a portion (not less than ten percent (10%) or more than fifty percent (50%)) of the award that would otherwise have been granted to the Employee under the Piper Jaffray Companies Amended 2003 Annual and Long-Term Incentive Plan, in the form of restricted stock or other equity of the Company, instead in the form of restricted property consisting of shares of selected mutual funds managed by Affiliates of the Company. Based on the Employee’s election, the Company hereby grants this award to the Employee under the following terms:

FIFTH AMENDMENT TO LOAN AGREEMENT (BROKER-DEALER VRDN FACILITY)
Loan Agreement (Broker-Dealer VRDN Facility) • February 27th, 2012 • Piper Jaffray Companies • Security brokers, dealers & flotation companies

THIS FIFTH AMENDMENT TO LOAN AGREEMENT (BROKER-DEALER VRDN FACILITY) (this “Amendment”) made and entered into as of December 30, 2011, by and between: PIPER JAFFRAY & CO., a Delaware corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”); has reference to the following facts and circumstances (the “Preambles”):

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