Common use of REAFFIRMATION AND CONSENT Clause in Contracts

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Second Amended and Restated Credit Agreement entered into between JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“Borrower”), the lenders from time to time party to the below-defined Credit Agreement (together with their respective successors and assigns, each a “Lender” and collectively, the “Lenders”), and CITY NATIONAL BANK, a national banking association (“CNB”), as the administrative agent for the Lenders, (in such capacity, together with its successors and assigns in such capacity, the “Agent”), dated as of April 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (b) that certain Amendment Number One to Second Amended and Restated Credit Agreement, dated as of April 25, 2016 (the “First Amendment”) by and among Borrower, Agent and the Lenders, (c) that certain Amendment Number Two to Second Amended and Restated Credit Agreement, dated as of August 24, 2016 (the “Second Amendment”) by and among Borrower, Agent and the Lenders, (d) that certain Amendment Number Three to Second Amended and Restated Credit Agreement, dated as of May 12, 2017 (“Third Amendment”) by and among Borrower, Agent and the Lenders, (e) that certain Amendment Number Four to Second Amended and Restated Credit Agreement, dated as of August 6, 2018 (the “Fourth Amendment”) by and among Borrower, Agent and Lenders, and (f) that certain Amendment Number Five to Second Amended and Restated Credit Agreement, dated as of July 1, 2019 (the “Amendment”) by and among Borrower, Agent and Lenders. The undersigned hereby (a) represents and warrants to Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected; (b) consents to the transactions contemplated by the Amendment and by each amendment to any Loan Document executed on or before the date hereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders under any Loan Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, each understands that Agent and the Lenders have no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein without definition shall have the meanings ascribed to them in thereto in: (a) that certain Second Amended Revolving Note and Restated Credit Agreement entered into Cash Subordination Agreement, dated as of April 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note Agreement”) by and between JMP HOLDING LLC, formerly known as JMP Group SECURITIES LLC, a Delaware limited liability company (“BorrowerBroker/Dealer”), the lenders from time to time party to the below-defined Credit Agreement (together with their respective successors and assigns, each a “Lender” and collectively, the “Lenders”), ) and CITY NATIONAL BANK, a national banking association (“CNBLender”), as the administrative agent for the Lenders, and (in such capacity, together with its successors and assigns in such capacity, the “Agent”)b) that certain Revolving Note, dated as of April 308, 2014 2011 (as amended, restated, supplemented supplemented, or otherwise modified from time to time, the “Credit AgreementNote”) by and between Broker/Dealer and Lender. Reference is made to: (a) that certain Amendment Number Six to Revolving Note and Cash Subordination Agreement & Revolving Note, effective as of May 6, 2015 (the “Amendment”), by and between Broker/Dealer and Lender, and (b) that certain Amendment Number One to Second Amended and Restated Credit AgreementGeneral Continuing Guaranty, dated as of April 258, 2016 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “First AmendmentBroker/Dealer Guaranty”) by and among BorrowerJMP HOLDING LLC, Agent and the Lenders, (c) that certain Amendment Number Two to Second Amended and Restated Credit Agreement, dated as of August 24, 2016 (the “Second Amendment”) by and among Borrower, Agent and the Lenders, (d) that certain Amendment Number Three to Second Amended and Restated Credit Agreement, dated as of May 12, 2017 a Delaware limited liability company (“Third AmendmentGuarantor”) by and among Borrower), Agent and the Lenders, (e) that certain Amendment Number Four to Second Amended and Restated Credit Agreement, dated as in favor of August 6, 2018 (the “Fourth Amendment”) by and among Borrower, Agent and Lenders, and (f) that certain Amendment Number Five to Second Amended and Restated Credit Agreement, dated as of July 1, 2019 (the “Amendment”) by and among Borrower, Agent and LendersLender. The undersigned Guarantor hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary limited liability company action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authorityentity, or of the terms of its charter or bylawscertificate of formation and limited liability company agreement, or of any contract or undertaking material contractual obligation to which it is a party or by which any of its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a material adverse effect; (b) consents to the transactions contemplated by amendment of the Note Agreement and the Note as set forth in the Amendment and by each amendment to any Loan Document executed on or before the date hereofwaivers granted therein; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender under any Loan Documents to which it is a partythe Broker/Dealer Guaranty, as amended hereby; and (d) agrees that each of the Loan Documents to which it is a party is Note Agreement and the Note shall remain in full force and effect, as amended hereby. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understands understand that Agent and the Lenders have Lender has no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Second Amended and Restated Credit Agreement entered into between JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“Borrower”), the lenders from time to time party to the below-defined Credit Agreement (together with their respective successors and assigns, each a “Lender” and collectively, the “Lenders”), and CITY NATIONAL BANK, a national banking association (“CNB”), as the administrative agent for the Lenders, (in such capacity, together with its successors and assigns in such capacity, the “Agent”), dated as of April June 30, 2014 2009, as amended by that certain Amendment Number One to Credit Agreement and Waiver dated as of November 5, 2009 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among SKECHERS U.S.A., INC., a Delaware corporation (b) “Parent”), each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent and each other Subsidiary that certain Amendment Number One becomes and party thereto after the date thereof in accordance with the terms thereof, are referred to Second Amended hereinafter each individually as a “Borrower”, and Restated individually and collectively, jointly and severally, as the “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, dated together with their respective successors and permitted assigns, are referred to hereinafter each individually as of April 25, 2016 (a “Lender” and collectively as the “First AmendmentLenders”) ), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (formerly known as ▇▇▇▇▇ Fargo Foothill, LLC), a Delaware limited liability company, as a joint lead arranger and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A. (“BOA”), as syndication agent, and BANC OF AMERICA SECURITIES LLC (“BOAS”), as a joint lead arranger, as amended by and among Borrower, Agent and the Lenders, (c) that certain Amendment Number Two to Second Amended Credit Agreement and Restated Credit AgreementWaiver, dated as of August 24March 4, 2016 (the “Second Amendment”) by and among Borrower, Agent and the Lenders, (d) that certain Amendment Number Three to Second Amended and Restated Credit Agreement, dated as of May 12, 2017 (“Third Amendment”) by and among Borrower, Agent and the Lenders, (e) that certain Amendment Number Four to Second Amended and Restated Credit Agreement, dated as of August 6, 2018 (the “Fourth Amendment”) by and among Borrower, Agent and Lenders, and (f) that certain Amendment Number Five to Second Amended and Restated Credit Agreement, dated as of July 1, 2019 2010 (the “Amendment”) ), by and among Borrowerthe Borrowers, Agent the Lenders signatory thereto, and LendersAgent. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do not and are will not in contravention violate of any lawmaterial provisions of federal, rulestate, or regulationlocal law or regulation applicable to it or its Subsidiaries or of the terms of its Governing Documents, or any order, judgment, decreeor decree of any court or other Governmental Authority binding on it or its Subsidiaries, writ(iv) do not and will not in conflict with, injunctionresult in a breach of, or award constitute (with due notice or lapse of time or both) a default under any Material Contract of such Guarantor except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (v) do not and will not result in or require the creation or imposition of any arbitratorLien of any nature whatsoever upon any assets of such Guarantor, courtother than Permitted Liens, or governmental authority, or of the terms and (vi) do not and will not require any approval of its charter interestholders or bylaws, any approval or consent of any contract Person under any Material Contract of such Guarantor, other than consents or undertaking approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to which it is obtain could not individually or in the aggregate reasonably be expected to cause a party or by which any of its properties may be bound or affectedMaterial Adverse Change; (b) consents to the transactions contemplated by amendment of the Credit Agreement as set forth in the Amendment and by each amendment any waivers granted therein, including, without limitation, and agrees to any Loan Document executed on or before the date hereofterms of the release granted in Section 6 thereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders under any Loan Documents Document to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect; and (e) ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain Collateral for such obligations from and after the date hereof. Although each of the undersigned has been informed of the matters set forth herein and in the Amendment and has acknowledged and agreed to same, they each understands understand that neither any Agent and the Lenders have no obligation nor any Lender has any obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of Californiais a Loan Document. THE VALIDITY OF THIS REAFFIRMATION AND CONSENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Second Amended and Restated Credit Agreement entered into between JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“Borrower”), the lenders from time to time party to the below-defined Credit Agreement (together with their respective successors and assigns, each a “Lender” and collectively, the “Lenders”), and CITY NATIONAL BANK, a national banking association (“CNB”), as the administrative agent for the Lenders, (in such capacity, together with its successors and assigns in such capacity, the “Agent”), dated as of April 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (b) that certain Amendment Number One to Second Amended and Restated Credit Agreement, dated as of April 25, 2016 (the “First Amendment”) by and among Borrower, Agent and the Lenders, (c) that certain Amendment Number Two to Second Amended and Restated Credit Agreement, dated as of August 24, 2016 (the “Second Amendment”) by and among Borrower, Agent and the Lenders, (d) that certain Amendment Number Three to Second Amended and Restated Credit Agreement, dated as of May 12, 2017 (“Third Amendment”) by and among Borrower, Agent and the Lenders, (e) that certain Amendment Number Four to Second Amended and Restated Credit Agreement, dated as of August 6, 2018 (the “Fourth Amendment”) by and among Borrower, Agent and Lenders, and (f) that certain Amendment Number Five to Second Amended and Restated Credit Agreement, dated as of July 1, 2019, and (g) that certain Amendment Number Six to Second Amended and Restated Credit Agreement, dated as of September 5, 2019 (the “Amendment”) by and among Borrower, Agent and Lenders. The undersigned hereby (a) represents and warrants to Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected; (b) consents to the transactions contemplated by the Amendment and by each amendment to any Loan Document executed on or before the date hereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders under any Loan Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, each understands that Agent and the Lenders have no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein without definition shall have the meanings ascribed to them in thereto in: (a) that certain Second Amended Revolving Note and Restated Credit Cash Subordination Agreement, dated as of April 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note Agreement”) by and between JMP SECURITIES LLC, a Delaware limited liability company (“Broker/Dealer”) and CITY NATIONAL BANK, a national banking association (“Lender”), and (b) that certain Revolving Note, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note”) by and between Broker/Dealer and Lender. Reference is made to: (a) that certain Amendment Number Eight to Revolving Note and Cash Subordination Agreement entered into & Revolving Note, effective as of May 9, 2017 (the “Amendment”), by and between Broker/Dealer and Lender, (b) that certain General Continuing Guaranty, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Holding Broker/Dealer Guaranty”) by JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“BorrowerJMP Holding Guarantor”), the lenders from time to time party to the below-defined Credit Agreement (together with their respective successors and assigns, each a “in favor of Lender” and collectively, the “Lenders”), and CITY NATIONAL BANK, a national banking association (“CNB”), as the administrative agent for the Lenders, (in such capacity, together with its successors and assigns in such capacity, the “Agent”)c) that certain General Continuing Guaranty, dated as of April 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit AgreementHarvest Broker/Dealer Guaranty”) by HARVEST CAPITAL STRATEGIES LLC, formerly known as JMP Asset Management LLC, a Delaware limited liability company (“Harvest Guarantor”), (b) that certain Amendment Number One to Second Amended and Restated Credit Agreement, dated as in favor of April 25, 2016 (the “First Amendment”) by and among Borrower, Agent and the Lenders, (c) that certain Amendment Number Two to Second Amended and Restated Credit Agreement, dated as of August 24, 2016 (the “Second Amendment”) by and among Borrower, Agent and the LendersLender, (d) that certain Amendment Number Three to Second Amended and Restated Credit AgreementGeneral Continuing Guaranty, dated as of May 12, 2017 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Third AmendmentJMP Realty Broker/Dealer Guaranty”) by JMP REALTY TRUST INC., a Maryland corporation (“JMP Realty Guarantor”), in favor of Lender and among Borrower, Agent and the Lenders, (e) that certain Amendment Number Four to Second Amended and Restated Credit AgreementGeneral Continuing Guaranty, dated as of August 6May 12, 2018 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Fourth AmendmentJMP Investment Broker/Dealer Guaranty”; the JMP Investment Broker/Dealer Guaranty, the JMP Holding Broker/Dealer Guaranty, the Harvest Broker/Dealer Guaranty and the JMP Realty Broker/Dealer Guaranty, collectively, the “Broker/Dealer Guaranties”) by JMP INVESTMENT HOLDING LLC, a Delaware limited liability company (“JMP Investment Guarantor”; the JMP Investment Guarantor, JMP Holding Guarantor, the Harvest Guarantor and among BorrowerJMP Realty Guarantor, Agent and Lenderscollectively, and (f) that certain Amendment Number Five to Second Amended and Restated Credit Agreement, dated as of July 1, 2019 (the “AmendmentGuarantors”) by and among Borrower), Agent and Lendersin favor of Lender. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary limited liability company action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authorityentity, or of the terms of its charter or bylawscertificate of formation and limited liability company agreement, or of any contract or undertaking material contractual obligation to which it is a party or by which any of its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a material adverse effect; (b) consents to the transactions contemplated by amendment of the Note Agreement and the Note as set forth in the Amendment and by each amendment to any Loan Document executed on or before the date hereofwaivers granted therein; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender under any Loan Documents to which it is a partythe applicable Broker/Dealer Guaranty, as amended hereby; and (d) agrees that each of the Loan Documents to which it is a party is Note Agreement and the Note shall remain in full force and effect, as amended hereby. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understands understand that Agent and the Lenders have Lender has no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein without definition shall have the meanings ascribed to them in thereto in: (a) that certain Second Amended Revolving Note and Restated Credit Cash Subordination Agreement, dated as of April 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note Agreement”) by and between JMP SECURITIES LLC, a Delaware limited liability company (“Broker/Dealer”) and CITY NATIONAL BANK, a national banking association (“Lender”), and (b) that certain Revolving Note, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note”) by and between Broker/Dealer and Lender. Reference is made to: (a) that certain Amendment Number Seven to Revolving Note and Cash Subordination Agreement entered into & Revolving Note, effective as of April 26, 2016 (the “Amendment”), by and between Broker/Dealer and Lender, and (b) that certain General Continuing Guaranty, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Broker/Dealer Guaranty”) by JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“BorrowerGuarantor”), the lenders from time to time party to the below-defined Credit Agreement (together with their respective successors and assigns, each a “in favor of Lender” and collectively, the “Lenders”), and CITY NATIONAL BANK, a national banking association (“CNB”), as the administrative agent for the Lenders, (in such capacity, together with its successors and assigns in such capacity, the “Agent”), dated as of April 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (b) that certain Amendment Number One to Second Amended and Restated Credit Agreement, dated as of April 25, 2016 (the “First Amendment”) by and among Borrower, Agent and the Lenders, (c) that certain Amendment Number Two to Second Amended and Restated Credit Agreement, dated as of August 24, 2016 (the “Second Amendment”) by and among Borrower, Agent and the Lenders, (d) that certain Amendment Number Three to Second Amended and Restated Credit Agreement, dated as of May 12, 2017 (“Third Amendment”) by and among Borrower, Agent and the Lenders, (e) that certain Amendment Number Four to Second Amended and Restated Credit Agreement, dated as of August 6, 2018 (the “Fourth Amendment”) by and among Borrower, Agent and Lenders, and (f) that certain Amendment Number Five to Second Amended and Restated Credit Agreement, dated as of July 1, 2019 (the “Amendment”) by and among Borrower, Agent and Lenders. The undersigned Guarantor hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary limited liability company action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authorityentity, or of the terms of its charter or bylawscertificate of formation and limited liability company agreement, or of any contract or undertaking material contractual obligation to which it is a party or by which any of its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a material adverse effect; (b) consents to the transactions contemplated by amendment of the Note Agreement and the Note as set forth in the Amendment and by each amendment to any Loan Document executed on or before the date hereofwaivers granted therein; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender under any Loan Documents to which it is a partythe Broker/Dealer Guaranty, as amended hereby; and (d) agrees that each of the Loan Documents to which it is a party is Note Agreement and the Note shall remain in full force and effect, as amended hereby. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understands understand that Agent and the Lenders have Lender has no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein without definition shall have the meanings ascribed to them in thereto in: (a) that certain Second Amended Revolving Note and Restated Credit Agreement entered into Cash Subordination Agreement, dated as of April 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note Agreement”) by and between JMP HOLDING LLC, formerly known as JMP Group SECURITIES LLC, a Delaware limited liability company (“BorrowerBroker/Dealer”), the lenders from time to time party to the below-defined Credit Agreement (together with their respective successors and assigns, each a “Lender” and collectively, the “Lenders”), ) and CITY NATIONAL BANK, a national banking association (“CNBLender”), as the administrative agent for the Lenders, and (in such capacity, together with its successors and assigns in such capacity, the “Agent”)b) that certain Revolving Note, dated as of April 308, 2014 2011 (as amended, restated, supplemented supplemented, or otherwise modified from time to time, the “Credit Agreement”), (b) that certain Amendment Number One to Second Amended and Restated Credit Agreement, dated as of April 25, 2016 (the “First AmendmentNote”) by and among Borrower, Agent between Broker/Dealer and the Lenders, Lender. Reference is made to: (c) that certain Amendment Number Two to Second Amended and Restated Credit Agreement, dated as of August 24, 2016 (the “Second Amendment”) by and among Borrower, Agent and the Lenders, (d) that certain Amendment Number Three to Second Amended and Restated Credit Agreement, dated as of May 12, 2017 (“Third Amendment”) by and among Borrower, Agent and the Lenders, (e) that certain Amendment Number Four to Second Amended and Restated Credit Agreement, dated as of August 6, 2018 (the “Fourth Amendment”) by and among Borrower, Agent and Lenders, and (fa) that certain Amendment Number Five to Second Amended Revolving Note and Restated Credit AgreementCash Subordination Agreement & Revolving Note, dated effective as of July 1April 30, 2019 2014 (the “Amendment”), by and between Broker/Dealer and Lender, and (b) that certain General Continuing Guaranty, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Broker/Dealer Guaranty”) by and among BorrowerJMP GROUP LLC, Agent and Lendersa Delaware limited liability company (“Guarantor”), in favor of Lender. The undersigned Guarantor hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary limited liability company action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authorityentity, or of the terms of its charter or bylawscertificate of formation and limited liability company agreement, or of any contract or undertaking material contractual obligation to which it is a party or by which any of its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a material adverse effect; (b) consents to the transactions contemplated by amendment of the Note Agreement and the Note as set forth in the Amendment and by each amendment to any Loan Document executed on or before the date hereofwaivers granted therein; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender under any Loan Documents to which it is a partythe Broker/Dealer Guaranty, as amended hereby; and (d) agrees that each of the Loan Documents to which it is a party is Note Agreement and the Note shall remain in full force and effect, as amended hereby. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understands understand that Agent and the Lenders have Lender has no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein without definition shall have the meanings ascribed to them in thereto in: (a) that certain Second Amended Revolving Note and Restated Credit Cash Subordination Agreement, dated as of April 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note Agreement”) by and between JMP SECURITIES LLC, a Delaware limited liability company (“Broker/Dealer”) and CITY NATIONAL BANK, a national banking association (“Lender”), and (b) that certain Revolving Note, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note”) by and between Broker/Dealer and Lender. Reference is made to: (a) that certain Amendment Number Eleven to Revolving Note and Cash Subordination Agreement entered into & Revolving Note, effective as of June 29, 2020 (the “Amendment”), by and between Broker/Dealer and Lender, (b) that certain General Continuing Guaranty, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Holding Broker/Dealer Guaranty”) by JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“BorrowerJMP Holding Guarantor”), the lenders from time to time party to the below-defined Credit Agreement (together with their respective successors and assigns, each a “in favor of Lender” and collectively, the “Lenders”), and CITY NATIONAL BANK, a national banking association (“CNB”), as the administrative agent for the Lenders, (in such capacity, together with its successors and assigns in such capacity, the “Agent”)c) that certain General Continuing Guaranty, dated as of April 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit AgreementHarvest Broker/Dealer Guaranty”) by HARVEST CAPITAL STRATEGIES LLC, formerly known as JMP Asset Management LLC, a Delaware limited liability company (“Harvest Guarantor”), (b) that certain Amendment Number One to Second Amended in favor of Lender and Restated Credit Agreement, dated as of April 25, 2016 (the “First Amendment”) by and among Borrower, Agent and the Lenders, (c) that certain Amendment Number Two to Second Amended and Restated Credit Agreement, dated as of August 24, 2016 (the “Second Amendment”) by and among Borrower, Agent and the Lenders, (d) that certain Amendment Number Three to Second Amended and Restated Credit AgreementGeneral Continuing Guaranty, dated as of May 12, 2017 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Third AmendmentJMP Investment Broker/Dealer Guaranty”; the JMP Investment Broker/Dealer Guaranty, the JMP Holding Broker/Dealer Guaranty and the Harvest Broker/Dealer Guaranty, collectively, the “Broker/Dealer Guaranties”) by and among BorrowerJMP INVESTMENT HOLDING LLC, Agent a Delaware limited liability company (“JMP Investment Guarantor”; the JMP Investment Guarantor, JMP Holding Guarantor and the LendersHarvest Guarantor, (e) that certain Amendment Number Four to Second Amended and Restated Credit Agreementcollectively, dated as of August 6, 2018 (the “Fourth AmendmentGuarantors”) by and among Borrower), Agent and Lenders, and (f) that certain Amendment Number Five to Second Amended and Restated Credit Agreement, dated as in favor of July 1, 2019 (the “Amendment”) by and among Borrower, Agent and LendersLender. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lenders Lender that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary limited liability company action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authorityentity, or of the terms of its charter or bylawscertificate of formation and limited liability company agreement, or of any contract or undertaking material contractual obligation to which it is a party or by which any of its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a material adverse effect; (b) consents to the transactions contemplated by amendment of the Note Agreement and the Note as set forth in the Amendment and by each amendment to any Loan Document executed on or before the date hereofwaivers granted therein; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders Lender under any Loan Documents to which it is a partythe applicable Broker/Dealer Guaranty, as amended hereby; and (d) agrees that each of the Loan Documents to which it is a party is Note Agreement and the Note shall remain in full force and effect, as amended hereby. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understands understand that Agent and the Lenders have Lender has no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Second Amended Loan and Restated Credit Security Agreement entered into between JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“Borrower”), by and among the lenders from time to time party to identified on the below-defined Credit Agreement signature pages thereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively, collectively as the “Lenders”), and CITY NATIONAL BANKW▇▇▇▇ FARGO FOOTHILL, INC., a national banking association (“CNB”)California corporation, formerly known as Foothill Capital Corporation, as the arranger and administrative agent for the LendersLenders (“Agent”), and, on the other hand, HYPERCOM CORPORATION, a Delaware corporation (in “Parent”), and each of Parent’s Subsidiaries identified on the signature pages thereof (such capacitySubsidiaries are referred to hereinafter each individually as a “Borrower”, together with its successors and assigns in such capacityindividually and collectively, jointly and severally, as the “AgentBorrowers”), dated as of April 30July 31, 2014 2001, as amended by Amendment Number One to Loan and Security Agreement dated as of October 3, 2001, by Amendment Number Two to Loan and Security Agreement dated as of November 13, 2001, by Amendment Number Three to Loan and Security Agreement dated as of February 13, 2002, by Amendment Number Four to Loan and Security Agreement dated as of June 24, 2002, by Amendment Number Five to Loan and Security Agreement dated as of December 23, 2002, by Amendment Number Six to Loan and Security Agreement dated as of March 5, 2003, by Amendment Number Seven to Loan and Security Agreement dated as of March 28, 2003, and by Amendment Number Eight to the Loan and Security Agreement dated as of May 12, 2003 (as the same may be further amended, restated, supplemented supplemented, or otherwise modified from time to time, the “Credit Loan Agreement”), (b) that certain or in Amendment Number One Nine to Second Amended Loan and Restated Credit Agreement, Security Agreement dated as of April 25June 30, 2016 (the “First Amendment”) by and among Borrower, Agent and the Lenders, (c) that certain Amendment Number Two to Second Amended and Restated Credit Agreement, dated as of August 24, 2016 (the “Second Amendment”) by and among Borrower, Agent and the Lenders, (d) that certain Amendment Number Three to Second Amended and Restated Credit Agreement, dated as of May 12, 2017 (“Third Amendment”) by and among Borrower, Agent and the Lenders, (e) that certain Amendment Number Four to Second Amended and Restated Credit Agreement, dated as of August 6, 2018 (the “Fourth Amendment”) by and among Borrower, Agent and Lenders, and (f) that certain Amendment Number Five to Second Amended and Restated Credit Agreement, dated as of July 1, 2019 2003 (the “Amendment”) by ), among Parent, the Borrowers and among Borrower, Agent and Lendersthe Lender Group. The undersigned hereby (a) represents represent and warrants warrant to Agent and the Lenders Lender Group that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected; (b) consents to the transactions contemplated by the Amendment and by each amendment to any Loan Document executed on or before the date hereofexecution and delivery thereof; (c) acknowledges and reaffirms its obligations owing to Agent the Lender Group under the Guaranty and the Lenders under any other Loan Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, each it understands that Agent and the Lenders have Lender Group has no obligation obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.