First Sierra Financial Inc Sample Contracts

Sierracities Com Inc – EMPLOYMENT AGREEMENT (March 29th, 2000)

1 EXHIBIT 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the 13th day of October, 1998 (the "Effective Date"), by and between First Sierra Financial, Inc., a Delaware corporation (the "Employer"), and Roger Gebhart (the "Employee"). Employer and Employee may be referred to herein collectively as the "Parties" and individually as a "Party." ARTICLE I TERM Employer hereby employs Employee and Employee hereby accepts employment with employer for a period beginning on the Effective Date and ending on the third anniversary of the Effective Date (the "Term"). This Agreement replaces all prior agreements between the parties, oral or written, regarding employment of Employee by Employer and all such prior agreements are void of the effective date of this Agreement.

Sierracities Com Inc – EMPLOYMENT AGREEMENT (March 29th, 2000)

1 EXHIBIT 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the 5th day of January, 1999 (the "Effective Date"), by and between First Sierra Financial, Inc., a Delaware corporation, (the "Employer"), and Fred Van Etten (the "Employee"). Employer and Employee may be referred to herein collectively as the "Parties" and individually as a "Party." ARTICLE I TERM Employer hereby employs Employee and Employee hereby accepts employment with Employer for a period beginning on the Effective Date and ending on the third anniversary of the Effective Date (as extended pursuant to the following provisions, the "Term"). As of the first day of any month following the Effective Date, the Term shall be extended for an additional one (1) month period unless either Employee or Employe

First Sierra Financial Inc – UNDERWRITING AGREEMENT (June 21st, 1999)

FIRST SIERRA FINANCIAL, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT June 16, 1999 E*OFFERING Corp. As Representative of the several Underwriters named in Schedule A hereto, 120 Montgomery Street, Suite 1850 San Francisco, California 94110 Ladies and Gentlemen: First Sierra Financial, Inc., a Delaware corporation (the "COMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule A hereto (the "UNDERWRITERS") an aggregate of 4,000,000 shares and, at the election of the Underwriters, up to 600,000 additional shares of Common Stock, par value $.01 per share ("STOCK"), of the Company. The 4,000,000 shares to be sold by the Company are herein called the "FIRM SHARES" and the 600,000 additional shares to be sold by the Company are herein ca

First Sierra Financial Inc – INDENTURE (May 13th, 1999)

1 EXHIBIT 4.1 FIRST SIERRA FINANCIAL, INC. AND , as Trustee ---------------------------------- ------------------- INDENTURE Dated as of , 1999 ------------- ------------------- 2 FIRST SIERRA FINANCIAL, INC. Reconciliation and Tie between Indenture and Trust Indenture Act of 1939 Trust Indenture Indenture Act Section Section --------------

First Sierra Financial Inc – EMPLOYMENT AGREEMENT (March 31st, 1999)

1 EXHIBIT 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 13th the day of April, 1998 (the "Effective Date"), by and between First Sierra Financial, Inc., a Delaware corporation (the "Employer" or "Company"), and David L. Pederson (the "Employee"). Employer and Employee may be referred to herein collectively as the "Parties" and individually as a "Party." All capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Stock Purchase Agreement among David L. Pederson, William A. Moore, Geoffrey Harrison, Nexsoft, Inc. and First Sierra Financial, Inc. ARTICLE I TERM Employer hereby agrees to employ Employee and Employee hereby agrees to accept employment with Employer for a period beginning on the Effective D

First Sierra Financial Inc – EMPLOYMENT AGREEMENT (March 31st, 1999)

1 EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the 1st day of April, 1998 (the "Effective Date"), by and between First Sierra Financial, Inc., a Delaware corporation, (the "Employer"), and Sandy B. Ho (the "Employee"). Employer and Employee may be referred to herein collectively as the "Parties" and individually as a "Party". ARTICLE I TERM Employer hereby employs Employee and Employee hereby accepts employment with Employer for a period beginning on the Effective Date and ending on the third anniversary of the Effective Date (as extended pursuant to the following provisions, the "Term"). As of the first day of any month following the Effective Date, the Term shall be extended for an additional one (1) month period unless either Employee or Employer

First Sierra Financial Inc – AMENDMENT TO 1997 STOCK OPTION PLAN (March 31st, 1999)

1 EXHIBIT 10.2 AMENDMENT TO 1997 STOCK OPTION PLAN The First Sierra Financial, Inc. 1997 Stock Option Plan was amended by the Board of Directors as of January 1, 1999 in accordance with the following resolution. RESOLVED, that the last sentence of Paragraph V(a) of the First Sierra Financial, Inc. 1997 Stock Option Plan is amended and restated in its entirety to provide as follows: The limitation set forth in the preceding sentence shall be applied in a manner which will permit compensation generated under the Plan to constitute "performance-based" compensation for purposes of section 162(m) of the Code, including, without limitation, counting against such maximum number of shares, to the extent required under section 162(m) of the Code and applicable interpretive authority thereunder, any shares subj

First Sierra Financial Inc – PREFERRED STOCK PURCHASE RIGHTS (December 31st, 1998)

1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE FIRST SIERRA FINANCIAL DECLARES DIVIDEND DISTRIBUTION OF PREFERRED STOCK PURCHASE RIGHTS Houston, Texas, December 17, 1998 -- The Board of Directors of First Sierra Financial, Inc. (Nasdaq: FSFH) declared a dividend distribution of one Preferred Stock Purchase Right for each outstanding share of First Sierra common stock. Each Right will entitle stockholders to buy one one-hundredth of a share of a new series of preferred stock at an exercise price of $65.25. The Rights will be exercisable only if a person or group not approved by the Board of Directors acquires 15% or more of First Sierra's common stock or announces a tender offer the consummation of which would result in ownership by a person or a group of 15% or more of such common stock. First Sierra will be entitled to redeem the Rights at $0.01 per Right at any time, prior to expirat

First Sierra Financial Inc – RIGHTS AGREEMENT (December 31st, 1998)

1 EXHIBIT 4.1 ================================================================================ RIGHTS AGREEMENT DATED AS OF DECEMBER 30, 1998 BY AND BETWEEN FIRST SIERRA FINANCIAL, INC. AND HARRIS TRUST AND SAVINGS BANK RIGHTS AGENT ================================================================================ 2 Section 1. Certain Definitions............................................................. 1 Section 2. Appointment of Rights Agent..................................................... 5 Section 3. Issue of Rights Certificates.................................................

First Sierra Financial Inc – RIGHTS AGREEMENT (December 31st, 1998)

1 EXHIBIT 4.1 ================================================================================ RIGHTS AGREEMENT DATED AS OF DECEMBER 30, 1998 BY AND BETWEEN FIRST SIERRA FINANCIAL, INC. AND HARRIS TRUST AND SAVINGS BANK RIGHTS AGENT ================================================================================ 2 Section 1. Certain Definitions............................................................. 1 Section 2. Appointment of Rights Agent..................................................... 5 Section 3. Issue of Rights Certificates.................................................

First Sierra Financial Inc – EMPLOYMENT AGREEMENT (November 17th, 1998)

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the 27th day of May, 1998 (the "Effective Date"), by and between First Sierra Financial, Inc., a Delaware corporation (the "Employer"), and Michael A. Sabel (the "Employee"). Employer and Employee may be referred to herein collectively as the "Parties" and individually as a "Party". ARTICLE I TERM Employer hereby employs Employee and Employee hereby accepts employment with Employer for a period beginning on the Effective Date and ending on the fifth anniversary of the Effective Date (the "Term"). This Agreement replaces all prior agreements between the parties, oral or written, regarding employment of Employee by Employer and all such prior agreements are void as of the Effective Date of this Agreemen

First Sierra Financial Inc – THIS AGREEMENT is made on October 1998 (October 14th, 1998)

Exhibit 10.1 THIS AGREEMENT is made on October 1998 BETWEEN: (1) DAVID ROBERT JACKSON of 1 Beaconsfield Road, Bickley, Bromley, Kent BR1 2BL ("Mr Jackson") and PAUL DAVID CONNELL of 251 Upton Road South, Bexley, Kent DA5 1QU ("Mr Connell") (each individually a "Shareholder" and together the "Shareholders"). (2) FIRST SIERRA FINANCIAL, INC, a Delaware corporation, whose principal place of business is at Chase Tower, 70th Floor, 600 Travis Street, Houston, Texas 77002, USA (the "Buyer"). RECITALS (A) Whereas Titan Finance Limited (a private company limited by shares incorporated in England and Wales under company number 2517406) (the "Company") is engaged in the business of developing and maintaining asset leasing business (the "Business"). (B) The Buyer desires to acquire the whole of the issued share capital of the Company by means of a transaction exempt from registration pursuant to Regulation S promulgated under

First Sierra Financial Inc – STOCK PURCHASE AGREEMENT (September 3rd, 1998)

STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made this 19th day of August, 1998 by and among First Sierra Financial, Inc., a Delaware corporation (1) ("Buyer"), and John D Baird of No. 4 Virginia Chase, Cheadle Hulme, Cheadle, Cheshire, SK8 6JN and Philip I Lewis of Swn-Y-Nant, Rowen, Nr. Conway, North Wales LL32 8YD (2) (each individually a "Shareholder" and collectively, the "Shareholders"). The Company and the Shareholders are sometimes together referred to as the "Seller Group". The Seller Group and Buyer are collectively referred to herein as the "Parties". BACKGROUND WHEREAS, Booker Montague Leasing Limited (a private company limited by shares incorporated in England and Wales under company number 2695818) (the "Company") is engaged in the business of developing and maintaining asset leasing business (the "Business"); WHEREAS, Buyer desires to acquire the whole of the

First Sierra Financial Inc – AMENDMENT TO AGREEMENT AND PLAN OF MERGER (August 10th, 1998)

1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of July 22, 1998 (this "Agreement"), is made and entered into by and among First Sierra Financial, Inc., a Delaware corporation ("Parent"), Sierra Acquisition Corporation II, a Delaware corporation and a wholly-owned subsidiary of Parent ("Subsidiary"), The Republic Group, Inc., a California corporation ("Republic"), and the stockholders of the Company identified on the signature pages hereto (each a "Stockholder" and collectively the "Stockholders"). For purposes of this Agreement, all references to the "Company" shall mean Republic and Eagle Holdings, LLC, a California limited liability company. This Agreement amends the Agreement and Plan of Merger, dated as of June 24, 1998 (the "Merger Agreement"), among the parties hereto. Except as otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Merger Agreement.

First Sierra Financial Inc – INTEREST PURCHASE AGREEMENT (August 10th, 1998)

1 AMENDED AND RESTATED INTEREST PURCHASE AGREEMENT DATED AS OF JULY 22, 1998 BY AND AMONG FIRST SIERRA FINANCIAL, INC., REPUBLIC FLEET SERVICES, LLC AND DALE DAVIS 2 TABLE OF CONTENTS Page No. -------- ARTICLE I THE ACQUISITION SECTION 1.1

First Sierra Financial Inc – INTEREST PURCHASE AGREEMENT (August 10th, 1998)

1 AMENDED AND RESTATED INTEREST PURCHASE AGREEMENT DATED AS OF JULY 22, 1998 BY AND AMONG FIRST SIERRA FINANCIAL, INC., REPUBLIC COMMERCIAL CREDIT, LLC, RANDAL L. MEINKE AND W. SCOTT MCCULLUM 2 TABLE OF CONTENTS Page No. -------- ARTICLE I

First Sierra Financial Inc – AGREEMENT AND PLAN OF MERGER (August 10th, 1998)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 24, 1998 BY AND AMONG FIRST SIERRA FINANCIAL, INC., SIERRA ACQUISITION CORPORATION II, THE REPUBLIC GROUP, INC. JAMES T. RAEDER AND MARK G. MCQUITTY 2 TABLE OF CONTENTS Page No. --------

First Sierra Financial Inc – STOCK PURCHASE AGREEMENT (July 27th, 1998)

STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made this 13th day of July, 1998 by and among First Sierra Financial, Inc., a Delaware corporation (1) ("Buyer"), and Michael Johnson, Christopher Lamey, Marina Investments Limited (a Jersey incorporated Company) and Wendy Hazel Johnson (2) (each individually a "Shareholder" and collectively, the "Shareholders"). The Company and the Shareholders are sometimes together referred to as the "Seller Group". The Seller Group and Buyer are collectively referred to herein as the "Parties." BACKGROUND WHEREAS, Suffolk Street Group Plc (a public company limited by shares incorporated in England and Wales under company number 2797369) (the Company) is engaged in the business of developing and maintaining asset leasing and mortgage portfolios as well as various activities ancillary thereto (collectively, the "Business"); WHEREAS, Buyer de

First Sierra Financial Inc – EMPLOYMENT AGREEMENT (January 15th, 1998)

1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the 1st day of February, 1997, by and between First Sierra Financial, Inc., a Delaware corporation (the "Employer" or "Company"), and Oren M. Hall (the "Employee"). Employer and Employee may be referred to herein collectively as the "Parties" and individually as a "Party." ARTICLE I TERM Employer hereby agrees to employ Employee and Employee hereby agrees to accept employment with Employer for a period beginning on the day when the Effective Time occurs (the "Effective Date") and ending on the third anniversary of the Effective Date (the "Term"). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in that certain Agreement and Plan of Merger dated February 1, 1997, among E

First Sierra Financial Inc – UNDERWRITING AGREEMENT (January 15th, 1998)

1 EXHIBIT 1.1 FIRST SIERRA FINANCIAL, INC. 3,400,000 SHARES1 COMMON STOCK UNDERWRITING AGREEMENT January __, 1998 FRIEDMAN, BILLINGS, RAMSEY & CO., INC. PIPER JAFFRAY INC. c/o Friedman, Billings, Ramsey & Co., Inc. Potomac Tower 1001 Nineteenth Street North Arlington, Virginia 22209 As Representatives of the Several Underwriters Dear Sirs: First Sierra Financial, Inc., a Delaware corporation (the "Company") and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") hereby confirm their agreement with the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you have been duly authorized to act as representatives (in such capacity, the "Representatives"), a

First Sierra Financial Inc – RESTATED CERTIFICATE OF INCORPORATION (May 6th, 1997)

1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF FIRST SIERRA FINANCIAL, INC. First Sierra Financial, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: A. The name of the Corporation is First Sierra Financial, Inc. The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on June 3, 1994, and amended on May 8, 1995, May 21, 1996 and July 9, 1996. B. This Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the "DGCL") and, pursuant to such provisions, this Restated Certificate of Incorporation restates and integrates and further amends the

First Sierra Financial Inc – EXECUTIVE INCENTIVE COMPENSATION PLAN (April 15th, 1997)

1 EXHIBIT 10.2 FIRST SIERRA FINANCIAL, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN I. PURPOSE FIRST SIERRA FINANCIAL, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN (the "Plan") is intended to provide a means through which FIRST SIERRA FINANCIAL, INC. (the "Company") may attract able persons to enter the employ of the Company and its subsidiaries and to retain those employees upon whom the responsibilities of the successful administration and management of the Company rest. A further purpose of the Plan is to provide such employees with additional reward and incentive opportunities designed to enhance profitable growth of the Company, thereby encouraging teamwork among such employees and aligning the interests of such employees with those of the shareholders. II. DEFINITIONS Where

First Sierra Financial Inc – EMPLOYMENT AGREEMENT (April 15th, 1997)

1 EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the _____ day of ____________, 1997 (the "Effective Date"), by and between First Sierra Financial, Inc., a Delaware corporation, (the "Employer"), and Robert H. Quinn, Jr. (the "Employee"). Employer and Employee may be referred to herein collectively as the "Parties" and individually as a "Party". ARTICLE I TERM Employer hereby employs Employee and Employee hereby accepts employment with Employer for a period beginning on the Effective Date and ending on the third anniversary of the Effective Date. This Agreement replaces all prior agreements between the parties, oral or written, regarding employment of Employee by Employer and all such prior agreements are void upon th

First Sierra Financial Inc – REGISTRATION RIGHTS AGREEMENT (April 15th, 1997)

1 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of ________________, 1997, is between FIRST SIERRA FINANCIAL, INC., a Delaware corporation (the "Company"), and each of the undersigned stockholders (each a "Holder"). W I T N E S S E T H: WHEREAS, the Company has undertaken to participate in an initial public offering (the "Offering") of shares of common stock, par value $.01 per share (the "Common Stock") of the Company; and WHEREAS, after the Offering, each Holder will own a substantial number of shares of Common Stock; and WHEREAS, the Common Stock will be registered under Section 12 of the Securities and Exchange Act of 1934 (the "Exchange Act"); and WHEREAS, under the provisions of the Securities Act of 1933 (the "Securities Act") and the General

First Sierra Financial Inc – EMPLOYMENT AGREEMENT (April 15th, 1997)

1 EXHIBIT 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the ____ day of ______________, 1997 (the "Effective Date"), by and between First Sierra Financial, Inc., a Delaware corporation (the "Employer"), and Thomas J. Depping (the "Employee"). Employer and Employee may be referred to herein collectively as the "Parties" and individually as a "Party". ARTICLE I TERM Employer hereby employs Employee and Employee hereby accepts employment with Employer for a period beginning on the Effective Date and ending on the third anniversary of the Effective Date (as extended pursuant to the following provisions, the "Term"). As of the first day of any month following the Effective Date, the Term shall be extended for an additional one (1) month period unless either Emplo

First Sierra Financial Inc – EMPLOYMENT AGREEMENT (April 15th, 1997)

1 EXHIBIT 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the ______ day of ___________, 1997 (the "Effective Date"), by and between First Sierra Financial, Inc., a Delaware corporation, (the "Employer"), and Sandy B. Ho (the "Employee"). Employer and Employee may be referred to herein collectively as the "Parties" and individually as a "Party". ARTICLE I TERM Employer hereby employs Employee and Employee hereby accepts employment with Employer for a period beginning on the Effective Date and ending on the third anniversary of the Effective Date. This Agreement replaces all prior agreements between the parties, oral or written, regarding employment of Employee by Employer and all such prior agreements are void upon the Effective Date of this Agreement.

First Sierra Financial Inc – UNDERWRITING AGREEMENT (April 15th, 1997)

1 FIRST SIERRA FINANCIAL, INC. 2,000,000 SHARES1 COMMON STOCK UNDERWRITING AGREEMENT ________, 1997 FRIEDMAN, BILLINGS, RAMSEY & CO., INC. Potomac Tower 1001 Nineteenth Street North Arlington, Virginia 22209 As Representative of the Several Underwriters Dear Sirs: First Sierra Financial, Inc., a Delaware corporation (the "Company") hereby confirms its agreement with the several underwriters named in Schedule 1 hereto (the "Underwriters"), for whom you have been duly authorized to act as representative (in such capacity, the "Representative"), as set forth below. If you are the only Underwriter, all references herein to the Representative shall be deemed to be to the Underwriters. The Company has agreed to acquire Heritage Credit Services, Inc. ("Heritage"). The clos

First Sierra Financial Inc – 1997 STOCK OPTION PLAN (April 15th, 1997)

1 EXHIBIT 10.1 FIRST SIERRA FINANCIAL, INC. 1997 STOCK OPTION PLAN 1. PURPOSE The purpose of the FIRST SIERRA FINANCIAL, INC. 1997 STOCK OPTION PLAN (the "Plan") is to provide a means through which FIRST SIERRA FINANCIAL, INC., a Delaware corporation (the "Company"), and its subsidiaries may attract able persons to serve as directors, consultants, or advisors or to enter the employ of the Company and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company rest, and whose present and potential contributions to the welfare of the Company are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company. A further purpose of the Pl

First Sierra Financial Inc – REGISTRATION RIGHTS AGREEMENT (February 28th, 1997)

1 EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is entered into as of _____________, 1997, between First Sierra Financial, Inc., a Delaware corporation (the "Corporation") and Oren M. Hall, a resident of Sacramento County, California ("Hall"). Recitals As of the date of this Agreement, the Corporation has purchased all of the issued and outstanding capital stock of Heritage Credit Services, Inc. ("Heritage") pursuant to that certain merger agreement dated as of ________________________, whereby Heritage was merged with First Sierra California, Inc. (the "Merger"). In connection with the consummation of such transaction, the Corporation has issued to Hall ______ shares of Common Stock, $____ par value, of the Corporation ("Common Stock"). The foregoing shares of Common Stock issued to Hall

First Sierra Financial Inc – ASSET PURCHASE AGREEMENT (February 28th, 1997)

1 EXHIBIT 10.6 ASSET PURCHASE AGREEMENT between LEASE PRO, INC., CHARLES E. LESTER AND FIRST SIERRA FINANCIAL, INC. February 4, 1997 2 TABLE OF CONTENTS 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. The Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 (a) Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 (b) Consideration . . . . . . . . . . . . . . . . . . . . . . . . 4 (d) Employees. . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (e) The Clo

First Sierra Financial Inc – RESTATED CERTIFICATE OF INCORPORATION (February 28th, 1997)

1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF FIRST SIERRA FINANCIAL, INC. First Sierra Financial, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: A. The name of the Corporation is First Sierra Financial, Inc. The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on June 3, 1994, and amended on May 8, 1995, May 21, 1996 and July 9, 1996. B. This Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the "DGCL") and, pursuant to such provisions, this Restated Certificate of Incorporation restates and integrates and further amends the

First Sierra Financial Inc – AGREEMENT AND PLAN OF MERGER (February 28th, 1997)

1 EXHIBIT 10.8 AGREEMENT AND PLAN OF MERGER between OREN M. HALL, CHARLES E. BRAZIER, GREG E. MCINTOSH, BRENT M. HALL, HERITAGE CREDIT SERVICES, INC., FIRST SIERRA FINANCIAL, INC., and FIRST SIERRA CALIFORNIA, INC. February 1, 1997 2 TABLE OF CONTENTS 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 1 2. The Merger. . . . . . . . . . . . . . . . . . . . . . . . . 5 (a) Effective Time of Merger. . . . . . . . . . . . . .

First Sierra Financial Inc – ASSET PURCHASE AGREEMENT (February 28th, 1997)

1 EXHIBIT 10.4 ASSET PURCHASE AGREEMENT Between FIRST SIERRA FINANCIAL, INC. ("FIRST SIERRA"), FIRST SIERRA ACQUISITION, INC. ("NEWCO") and GENERAL INTERLEASE CORPORATION ("GIC") and ERIC BARASH AND DANIEL DENGATE (THE "STOCKHOLDERS") Dated: June 28, 1996 2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered into as of this 28th day of June, 1996, by and among GENERAL INTERLEASE CORPORATION ("GIC"), a Florida corporation, and its share

First Sierra Financial Inc – AGREEMENT AND PLAN OF REORGANIZATION (February 28th, 1997)

1 EXHIBIT 10.5 AGREEMENT AND PLAN OF REORGANIZATION between VALERIE A. HAYES, CORPORATE CAPITAL LEASING GROUP, INC., FIRST SIERRA FINANCIAL, INC. and FIRST SIERRA PENNSYLVANIA, INC. October 15, 1996 2 TABLE OF CONTENTS 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Purchase Transaction . . . . . . . . . . . . . . . . . . . . . . . . 6 (a) Basic Transaction . . . . . . . . . . . . . . . . . . . . . . 6 (b) Merger Consideration . . . . . . . . . . . . . . . . . . . . . 6 (c) Terms of the Pre

First Sierra Financial Inc – FIRST AMENDMENT TO AGREEMENT (February 28th, 1997)

1 EXHIBIT 10.7 FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION This First Amendment to Agreement and Plan of Reorganization ("Amendment") is dated as of February 27, 1997, and is entered into among Valerie A. Hayes, Corporation Capital Leasing Group, Inc., First Sierra Financial, Inc. and First Sierra Pennsylvania, Inc. Recitals Each of the parties named in the preamble are parties to that certain Agreement and Plan of Reorganization dated as of October 15, 1996 (the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Agreement. NOW, THEREFORE, in and for the mutual covenants and agreements set forth herein, the parties agree as follows: