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Reorganization and Exchange Agreement Sample Contracts

AND
Reorganization and Exchange Agreement • August 9th, 2001 • Delta Funding Residual Exchange Co LLC • Textile mill products • New York

Standard Contracts

REORGANIZATION AND EXCHANGE AGREEMENT
Reorganization 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.

RECITALS
Reorganization and Exchange Agreement • July 3rd, 2001 • Delta Funding Residual Management Inc • Loan brokers • New York