0001144204-08-004082 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 25th, 2008 • New York Mortgage Trust Inc • Real estate investment trusts • New York

REGISTRATION RIGHTS AGREEMENT, dated as of January 18, 2008 (this “Agreement”), between NEW YORK MORTGAGE TRUST, INC., a Maryland corporation (the “Company”), and each of JMP Group Inc., JMP Realty Trust, Inc., Harvest Opportunity Partners II, L.P., Harvest Opportunity Partners Offshore Fund, Ltd., Harvest Small Cap Partners, L.P. and Harvest Small Cap Offshore, Ltd. (collectively, the “Investors”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 25th, 2008 • New York Mortgage Trust Inc • Real estate investment trusts • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2007 by and between NEW YORK MORTGAGE TRUST, INC., a Maryland corporation (the “Company”) and EACH OF THE INVESTORS LISTED ON SCHEDULE I HERETO (each an “Investor” and collectively, the “Investors”).

ADVISORY AGREEMENT
Advisory Agreement • January 25th, 2008 • New York Mortgage Trust Inc • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT is made as of January 18, 2008 by and between NEW YORK MORTGAGE TRUST, INC., a Maryland corporation (the “Company”), NEW YORK MORTGAGE FUNDING LLC and HYPOTHECA CAPITAL, LLC (each a “Subsidiary” and, together with the Company’s other Subsidiaries, as defined in Section 1(u), the “Subsidiaries”), and JMP ASSET MANAGEMENT LLC, a Delaware limited liability company (together with its permitted assignees, the “Advisor”).

EMPLOYMENT AGREEMENT OF STEVEN R. MUMMA
Employment Agreement • January 25th, 2008 • New York Mortgage Trust Inc • Real estate investment trusts • New York

AGREEMENT made this 18th day of January, 2008, between New York Mortgage Trust, Inc., a Maryland corporation (the "Company"), and Steven R. Mumma (the "Executive").

AMENDMENT NO. 5 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 25th, 2008 • New York Mortgage Trust Inc • Real estate investment trusts

THIS AMENDMENT NO. 5 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and agreed to as of the 18th day of January, 2008, by and among NEW YORK MORTGAGE TRUST, INC., a Maryland corporation (the “Company”) and EACH OF THE INVESTORS LISTED ON SCHEDULE I THERETO (each an “Investor” and collectively, the “Investors”).

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