Exhibit
      10.2

    


    REGISTRATION
      RIGHTS AGREEMENT


    


    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”).
      

     

    WHEREAS,
      the Investors have acquired on the date hereof an aggregate of 1,000,000 shares
      of Series A Cumulative Redeemable Convertible preferred stock of the Company
      (“Series A Preferred Stock”) pursuant to the terms of a Stock Purchase Agreement
      dated as of November 30, 2007 between the Company and each of the Investors,
      as
      amended by Amendment No. 1 to Stock Purchase Agreement dated January 3, 2008,
      as
      amended by Amendment No. 2 to Stock Purchase Agreement dated January 4, 2008,
      as
      amended by Amendment No. 3 to Stock Purchase Agreement dated January 16, 2008,
      as amended by Amendment No. 4 to Stock Purchase Agreement dated January 17,
      2008, as amended by Amendment No. 5 to Stock Purchase Agreement dated January
      18, 2008 (collectively, the “Purchase
      Agreement”);
      and

     

    WHEREAS,
      pursuant to the Purchase Agreement, the Company has agreed to grant certain
      registration rights, subject to the terms and conditions set forth in this
      Agreement, with respect to shares of common stock, $0.01 par value per share,
      of
      the Company (“Common Stock”), that may be issued to the Investors upon
      conversion of the Series A Preferred Stock pursuant to the Articles
      Supplementary of the Company establishing and fixing the rights and preferences
      of the Series A Preferred Stock, as filed with the Department of Assessment
      and
      Taxation of the State of Maryland (“Articles Supplementary”);

     

    WHEREAS,
      the Company and the Investors wish to set forth their agreement with respect
      to
      certain rights and obligations regarding the registration of shares of the
      Common Stock. 

     

    In
      consideration of the foregoing and of the mutual agreements contained herein
      and
      in the Purchase Agreement, the Company and the Investors hereby agree as
      follows:

     

    
      	
              1.

            	
              DEFINITIONS.
                

            


    

     

    As
      used
      in this Agreement, the following capitalized defined terms shall have the
      following meanings:

     

    “Affiliate”
means,
      with respect to any Person, (i) each Person that, directly or indirectly,
      owns or controls, whether beneficially or as a trustee, guardian or other
      fiduciary, 25% or more of the capital stock having ordinary voting power in
      the
      election of directors of such Person, (ii) each Person that controls, is
      controlled by or is under common control with such Person or any Affiliate
      of
      such Person, or (iii) each of such Person’s executive officers and
      directors. For the purpose of this definition, “control” of a Person shall mean
      the possession, directly or indirectly, of the power to direct or cause the
      direction of its management or policies, whether through the ownership of voting
      securities, by contract or otherwise. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    “Articles
      Supplementary”
shall
      have the meaning set forth in the recitals.

     

    “Board
      of Directors”
means
      the board of directors of the Company from time to time. 

     

    “Commission”
means
      the United States Securities and Exchange Commission. 

     

    “Common
      Stock”
has
      the
      meaning specified in the recitals to this Agreement. 

     

    “Company”
has
      the
meaning
      specified in the recitals to this Agreement. 

     

    “Controlling
      Person”
has
      the
      meaning specified in Section 7(a).

     

    “End
      of
      Suspension Notice”
has
      the
      meaning specified in Section 6(b).

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder. 

     

    “Fully
      Diluted Basis”
means
      at any date as of which the number of shares of Common Stock is to be
      determined, on a basis including all shares of Common Stock outstanding at
      such
      date and the maximum shares of Common Stock issuable in respect of Common Stock
      Equivalents (giving effect to the then current respective conversion prices)
      and
      other rights to purchase (directly or indirectly) shares of Common Stock or
      Common Stock Equivalents, outstanding on such date, to the extent such rights
      to
      convert, exchange or exercise thereunder are presently exercisable. For purposes
      of this definition, “Common Stock Equivalents” means any security or obligation
      which is by its terms convertible into shares of Common Stock and any option,
      warrant or other subscription or purchase right with respect to Common
      Stock.

     

    “Holder”
shall
      mean each owner of any Registrable Shares from time to time.

     

    “Indemnified
      Party”
has
      the
      meaning specified in Section 7(c).

     

    “Indemnifying
      Party”
has
      the
      meaning specified in Section 7(c).

     

    “Liabilities”
has
      the
      meaning specified in Section 7(a).

     

    “Material
      Adverse Change” or “Material Adverse Effect”
      shall
      mean any event, circumstance, change or effect that would reasonably be likely,
      individually or in the aggregate, to have a material adverse effect on the
      assets, business, operations, earnings, properties or condition (financial
      or
      otherwise), of the Company and its subsidiaries taken as a whole; provided,
      however, that none of the following shall be deemed to constitute or shall
      be
      taken into account in determining whether there has been a Material Adverse
      Effect: any event, circumstance, change or effect arising out of or attributable
      to (a) changes in the economy or financial markets, including, prevailing
      interest rates and market conditions, generally in the United States or that
      are
      the result of acts of war or terrorism, or (b) changes that are caused by
      factors generally affecting the industry in which the Company and its
      subsidiaries operate. 

     

    
      
        
        

      

      
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    “Person”
means
      any individual, corporation, partnership, joint venture, association, joint
      stock company, trust, fund, unincorporated association or organization or
      government or other agency or political subdivision thereof. 

     

    “Piggyback
      Registrations”
has
      the
      meaning specified in Section 2.2(a).

     

    “Purchase
      Agreement”
has
      the
      meaning specified in the recitals. 

     

    “Purchaser
      Indemnitee”
has
      the
      meaning specified in Section 7(a).

     

    “Registrable
      Securities”
means
      (i) any Common Stock that may be issued upon conversion of the Series A
      Preferred Stock pursuant to the Articles Supplementary, (ii) the Series A
      Preferred Stock and (iii) any shares or other securities issued in respect
      of
      such Registrable Securities by reason of or in connection with any stock
      dividend, stock distribution, stock split, purchase in any rights offering
      or in
      connection with any exchange for or replacement of such Registrable Securities
      or any combination of shares, recapitalization, merger or consolidation, or
      any
      other equity securities issued pursuant to any other pro rata distribution
      with
      respect to the Registrable Securities. Any Registrable Security will cease
      to be
      a Registrable Security when: (a) a registration statement covering such
      Registrable Security has been declared effective by the Commission and the
      Registrable Security has been disposed of pursuant to such effective
      registration statement, (b) the Registrable Security is sold under circumstances
      in which all of the applicable conditions of Rule 144 (or any similar provisions
      then in force) under the Securities Act are met or (c) the Registrable Security
      has been otherwise transferred, the Company has delivered a new certificate
      or
      other evidence of ownership for the Registrable Security not bearing a legend
      restricting further transfer, and the Registrable Security may be resold without
      subsequent registration under the Securities Act. 

     

    “Registration
      Expenses”
means
      all expenses incident to the Company’s performance of or compliance with this
      Agreement, including without limitation all Commission and stock exchange or
      NASDAQ Stock Market registration and filing fees and expenses, fees and expenses
      of compliance with securities or blue sky laws (including without limitation
      reasonable fees and disbursements of one counsel for all underwriters or holders
      as a group in connection with blue sky qualifications of the Registrable
      Securities), rating agency fees, printing expenses, messenger, telephone and
      delivery expenses, the fees and expenses incurred in connection with the listing
      of the securities to be registered on each securities exchange or national
      market system on which similar securities issued by the Company are then listed,
      fees and disbursements of counsel for the Company and all independent certified
      public accountants (including the expenses of any annual audit, special audit
      and “cold comfort” letters required by or incident to such performance and
      compliance), securities laws liability insurance (if the Company so desires),
      the fees and expenses of any “qualified independent underwriter” that is
      required to be retained by any holder of Registrable Securities pursuant to
      the
      rules and regulations of the Financial Industry Regulatory Authority (“FINRA”)
      customarily paid by issuers or sellers of securities (but not including any
      underwriting discounts or commissions attributable to the sale of Registrable
      Securities by the sellers of Registrable Securities) and the reasonable fees
      of
      counsel selected pursuant to Section 6 hereof by the Holders in connection
      with each such registration. 

     

    
      
        
        

      

      
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    “Registration
      Statement”
means
      a
      registration statement of the Company that covers the resale of Registrable
      Shares pursuant to the provisions of this Agreement, including any prospectus
      included in such registration statement, amendments and supplements to such
      registration statement or prospectus, including pre- and post-effective
amendments, all exhibits thereto and all material incorporated by reference
      or
      deemed to be incorporated by reference, if any, in such registration
      statement.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended. 

     

    “Series A
      Preferred Stock”
has
      the
      meaning specified in the recitals. 

     

    “Shelf
      Registration Statement”
has
      the
      meaning specified in Section 2.1(a).

     

    “Suspension
      Event”
has
      the
      meaning specified in Section 6(b).

     

    “Suspension
      Notice”
has
      the
      meaning specified in Section 6(b).

     

    “Underwritten
      Offering”
means
      a
      sale of securities of the Company to an underwriter or underwriters for
      reoffering to the public.

     

    
      	
              2.

            	
              REGISTRATION
                RIGHTS. 

            


    

     

    2.1 MANDATORY
      REGISTRATION RIGHTS.
      

     

    (a) As
      set
      forth in Section 4 hereof, the Company agrees to file with the Commission
      on or before June 30, 2008 a shelf Registration Statement on Form S-11 or such
      other form under the Securities Act then available to the Company providing
      for
      the resale of any Registrable Securities pursuant to Rule 415 from time to
      time
      by the Holders (a “Shelf
      Registration Statement”).
      The
      Company shall use its commercially reasonable best efforts to cause such Shelf
      Registration Statement to be declared effective by the Commission as soon as
      practicable thereafter, and, for this purpose, the Company shall be entitled
      to
      consider the advice of the managing underwriter(s) of a public offering of
      the
      Common Stock which is then pending as to the effect that the effectiveness
      of
      the Shelf Registration Statement could reasonably be expected to have on the
      marketing of the public offering. Any Shelf Registration Statement shall provide
      for the resale from time to time, and pursuant to any method or combination
      of
      methods legally available (including, without limitation, an Underwritten
      Offering, a direct sale to purchasers or a sale through brokers or agents,
      which
      may include sales over the internet) by the Holders of any and all Registrable
      Securities.

     

    (b) PRIORITY
      ON SHELF REGISTRATION STATEMENT.
      The
      Company will not include in any Shelf Registration Statement any securities
      that
      are not Registrable Securities without the prior written consent of the Holders.
      If the managing underwriters of a Shelf Registration Statement advise the
      Company in writing that in their opinion the number of Registrable Securities
      and, if permitted hereunder, other securities requested to be included in such
      offering exceeds the number of Registrable Securities and other securities,
      if
      any, which can be sold therein without adversely affecting the marketability
      of
      the offering, the Company will include in such registration, (i) first, the
      Registrable; and (ii) second, other securities, if any, requested to be
      included in such registration, pro rata among the holders of such other
      securities, on the basis of the number of shares of other securities owned
      by
      each such holder and requested to be included therein. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (c) SELECTION
      OF UNDERWRITERS.
      Subject
      to an engagement agreement to which the Company is a party, the Company shall
      have the right to select the investment banker or bankers, underwriters and
      managers to administer any Underwritten Offering under a Shelf Registration
      Statement; PROVIDED, HOWEVER, that such investment banker or bankers,
      underwriters and managers shall be reasonably satisfactory to the Holders.
      All
      Holders proposing to distribute their Registrable Securities through such
      Underwritten Offering shall enter into an underwriting agreement in customary
      form with the managing underwriters selected for such underwriting and furnish
      to the Company such information in writing as the Company may reasonably request
      for inclusion in the Shelf Registration Statement; PROVIDED,
      HOWEVER,
      that no
      Holder shall be required to make any representations or warranties to or
      agreements with the Company or the managing underwriters other than
      representations, warranties or agreements as are customary and reasonably
      requested by the managing underwriters. If any Holder disapproves of the terms
      of such Underwritten Offering, such Holder may elect to withdraw therefrom
      by
      written notice to the Company and the managing underwriter delivered at least
      ten (10) business days prior to the effective date of the Shelf Registration
      Statement. Any Registrable Securities excluded or withdrawn from such
      Underwritten Offering shall be excluded and withdrawn from the Shelf
      Registration Statement.

     

    2.2 RIGHT
      TO PIGGYBACK REGISTRATION.
      

     

    (a) If
      at any
      time following the date of this Agreement and prior to the registration of
      Registrable Securities pursuant to Section 2(a), the Company proposes for any
      reason to register any shares of Common Stock under the Securities Act (other
      than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar
      or successor form)) with respect to an offering of Common Stock by the Company
      for its own account or for the account of any of its stockholders, it shall
      at
      each such time promptly give written notice to the Holders of its intention
      to
      do so (but in no event less than 30 days before the anticipated filing date)
      and
      include in such registration all Registrable Securities with respect to which
      the Company has received written requests for inclusion therein within 15 days
      after receipt of the Company’s notice (a “Piggyback
      Registration”).
      Such
      notice shall offer the Holders the opportunity to register such number of shares
      of Registrable Securities as each Holder my request and shall indicate the
      intended method of distribution of such Registrable Securities.

     

    (b) The
      Company shall use its commercially reasonable best efforts to cause the managing
      underwriter or underwriters of a proposed Underwritten Offering to permit the
      shares of Registrable Securities requested to be included in the Registration
      Statement for such offering to be included (on the same terms and conditions
      as
      the Common Stock of the Company included therein to the extent appropriate).
      Notwithstanding the foregoing, if in the reasonable judgment of the managing
      underwriter or underwriters due to the size of the offering which the Company
      or
      such other persons or entities intends to make, the success of the offering
      would be adversely affected by inclusion of the Registrable Securities requested
      to be included, then, if the offering is by the Company for its own account
      or
      is an offering by other holders registering shares of Common Stock of the
      Company pursuant to demand registration rights, then the number of shares of
      Common Stock to be offered for the accounts of Holders and other holders
      registering shares of Common Stock of the Company pursuant to similar piggyback
      registration rights shall be reduced pro rata based on the relative percentage
      ownership of all shares of Common Stock then outstanding owned by the Holders
      and such other holders to the extent necessary to reduce the total number of
      shares of Common Stock to be included in such offering to the amount recommended
      by such managing underwriter or underwriters.

     

    
      
        
        

      

      
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    (c) In
      all
      Piggyback Registrations, the Company will pay the registration expenses of
      the
      Holders, and each Holder shall pay all underwriting discounts or commissions,
      fees of counsel to the Holders or transfer taxes, if any, relating to the sale
      or disposition of Registrable Securities pursuant to a Piggyback
      Registration.

     

    
      	
              3.

            	
              HOLDBACK
                AGREEMENTS. 

            


    

     

    (a) The
      Holders agree not to effect any public sale or distribution (including sales
      pursuant to Rule 144 under the Securities Act) of equity securities,
      including, without limitation, the Common Stock, of the Company, or any
      securities convertible into or exchangeable or exercisable for such securities,
      during the seven days prior to and the 90-day period beginning on the effective
      date of any Shelf Registration Statement or Piggyback Registration for a public
      offering to be underwritten on a firm commitment basis (except as part of such
      underwritten registration), unless the investment bankers or underwriters
      managing the public offering otherwise agree. 

     

    (b) The
      Company agrees to use its commercially reasonable best efforts to cause each
      of
      its directors and executive officers and each holder of at least 5% (on a Fully
      Diluted Basis) of the Company’s equity securities, including, without
      limitation, Common Stock, or any securities convertible into or exchangeable
      or
      exercisable for such securities, purchased from the Company at any time after
      the date of this Agreement (other than in a registered public offering or
      distribution or securities issued pursuant to the Company’s 2005 Stock Inventive
      Plan) to agree not to effect any public sale or distribution (including sales
      pursuant to Rule 144 under the Securities Act) of any such securities
      during such period (except as part of such underwritten registration), unless
      the underwriters managing the public offering or distribution otherwise agree.
      

     

    
      	
              4.

            	
              
                RULE
                  144 AND 144A
                  REPORTING.

              

            


    

     

    With
      a
      view to making available the benefits of certain rules and regulations of the
      Commission that may permit the sale of the Registrable Securities to the public
      without registration, the Company agrees to, so long as any Holder owns any
      Registrable Securities:

     

    
      
        
        

      

      
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    (a) use
      its
      commercially reasonable best efforts to make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144(c) under the Securities Act;

     

    (b) use
      its
      commercially reasonable best efforts to file with the Commission in a timely
      manner all reports and other documents required to be filed by the Company
      under
      the Securities Act and the Exchange Act (at any time after it has become subject
      to such reporting requirements); and

     

    (c) furnish
      to any Holder promptly upon request (i) a written statement by the Company
      that
      it has complied with the reporting requirements of Rule 144 (at any time after
      ninety (90) days after the effective date of the first registration statement
      filed by the Company), the Securities Act and the Exchange Act, or that it
      qualifies as a registrant whose securities may be resold pursuant to Form S-3
      (at any time after it so qualifies), (ii) a copy of the most recent annual
      or
      quarterly report of the Company and such other reports and documents of the
      Company and (iii) such other information as a Holder may reasonably request
      in
      availing itself of any rule or regulation of the Commission allowing a Holder
      to
      sell any such Registrable Securities without registration or pursuant to such
      form.

     

    
      	5.	
              REGISTRATION
                PROCEDURES. 

            


    

     

    Whenever
      the Holders have requested that any Registrable Securities be registered
      pursuant to this Agreement, the Company will use its commercially reasonable
      best efforts to effect the registration and the sale of such Registrable
      Securities in accordance with the intended method of disposition thereof, and
      pursuant thereto the Company will as expeditiously as reasonably
      practicable:

     

    (a) Prepare
      and file with the Commission a Registration Statement with respect to such
      Registrable Securities and use its commercially reasonable best efforts to
      cause
      such Registration Statement to become effective (provided that before filing
      a
      Registration Statement or prospectus or any amendments or supplements thereto,
      the Company will furnish to counsel selected by the Holders copies of all such
      documents proposed to be filed);

     

    (b) Subject
      to Section 7, prepare and file with the Commission such amendments and
      supplements to such Registration Statement and the prospectus used in connection
      therewith as may be necessary to keep such Registration Statement effective
      for
      a period of not less than one year and comply with the provisions of the
      Securities Act with respect to the disposition of all securities covered by
      such
      Registration Statement during such period in accordance with the intended
      methods of disposition by the sellers thereof set forth in such Registration
      Statement;

     

    (c) Furnish
      to the Holders such number of copies of such Registration Statement, each
      amendment and supplement thereto, the prospectus included in such Registration
      Statement (including each preliminary prospectus) and such other documents
      as
      such seller may reasonably request in order to facilitate the disposition of
      the
      Registrable Securities;

     

    
      
        
        

      

      
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    (d) Use
      its
      commercially reasonable best efforts to register or qualify such Registrable
      Securities under such other securities or blue sky laws of such jurisdictions
      of
      the United States of America as the Holders reasonably request and shall
      maintain such qualification in effect so long as required; (provided that the
      Company will not be required to (i) qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      subsection, (ii) subject itself to taxation in any such jurisdiction or
      (iii) consent to general service of process (i.e.,
      service
      of process which is not limited solely to securities law violations) in any
      such
      jurisdiction);

     

    (e) notify
      each Holder promptly and, if requested by any Holder, confirm such advice in
      writing (i) when a Registration Statement registering the Registrable
      Securities has become effective and when any post-effective amendments and
      supplements thereto become effective, (ii) of the issuance by the
      Commission or any state securities authority of any stop order suspending the
      effectiveness of a Registration Statement or the initiation of any proceedings
      for that purpose, (iii) of any request by the Commission or any other
      federal, state or foreign governmental authority for amendments or supplements
      to a Registration Statement or related prospectus or for additional information,
      and (iv) of the happening of any event during the period a Registration
      Statement is effective as a result of which such Registration Statement covering
      the Registrable Securities or the related prospectus or any document
      incorporated by reference therein contains any untrue statement of a material
      fact or omits to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading (which information
      shall
      be accompanied by an instruction to suspend the use of the prospectus until
      the
      requisite changes have been made);

     

    (f) Use
      its
      commercially reasonable best efforts to cause all such Registrable Securities
      to
      be listed on each securities exchange on which similar securities issued by
      the
      Company are then listed and, if not so listed, to be listed on the NASDAQ Stock
      Market and, if listed on the NASDAQ Stock Market, use its commercially
      reasonable best efforts to secure designation of all such Registrable Securities
      covered by such Registration Statement as a “national market system security”
within the meaning of Rule 11Aa2-1 of the Commission;

     

    (g) Provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such Registration Statement;

     

    (h) Enter
      into such customary agreements (including underwriting agreements in customary
      form) and take all such other reasonable actions as the Holders or the
      underwriters, if any, reasonably request in order to expedite or facilitate
      the
      disposition of such Registrable Securities (including, without limitation,
      effecting a stock split or a combination of shares);

     

    
      
        
        

      

      
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    (i) Use
      its
      commercially reasonable best efforts to make available, subject to any
      confidentiality agreements reasonably requested by the Company, for inspection
      by one representative appointed by the Holders any underwriter participating
      in
      any disposition pursuant to such Registration Statement and any attorney,
      accountant or other agent retained by such representative of the Holders or
      underwriter, all financial and other records, pertinent corporate documents
      and
      properties of the Company, and cause the Company’s officers, directors,
      employees and independent accountants to supply all information reasonably
      requested by any Holder, such underwriter, attorney, accountant or agent in
      connection with such Registration Statement;

     

    (j) Otherwise
      use its commercially reasonable best efforts to comply with all applicable
      rules
      and regulations of the Commission, and, if required, make available to its
      security holders, as soon as reasonably practicable, an earnings statement
      covering the period of at least twelve months beginning with the first day
      of
      the Company’s first full calendar quarter after the effective date of the
      Registration Statement, which earnings statement shall satisfy the provisions
      of
      Section 11(a) of the Securities Act and Rule 158
      thereunder;

     

    (k) use
      its
      commercially reasonable best efforts to avoid the issuance of any stop order
      suspending the effectiveness of a Registration Statement, or of any order
      suspending or preventing the use of any related prospectus or suspending the
      qualification of any equity securities, including, without limitation, the
      Common Stock, included in such Registration Statement for sale in any
      jurisdiction; in the event of the issuance of any stop order suspending the
      effectiveness of a Registration Statement, or of any order suspending or
      preventing the use of any related prospectus or suspending the qualification
      of
      any equity securities, including, without limitation, the Common Stock, included
      in such Registration Statement for sale in any jurisdiction, the Company will
      use its commercially reasonable best efforts promptly to obtain the withdrawal
      of such order; 

     

    (l) Use
      its
      commercially reasonable best efforts to cause such Registrable Securities
      covered by such Registration Statement to be registered with or approved by
      such
      other governmental agencies or authorities as may be reasonably necessary to
      enable the sellers thereof to consummate the disposition of such Registrable
      Securities;

     

    (m) Except
      as
      provided in Section 7, upon the occurrence of any event contemplated by Section
      5(e)(iv) of this Agreement, use its commercially reasonable best efforts to
      promptly prepare a supplement or post-effective amendment to a Registration
      Statement or the related prospectus or any document incorporated therein by
      reference or file any other required document so that, as thereafter delivered
      to the purchasers of the Registrable Securities, such prospectus will not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein,
      in
      the light of the circumstances under which they were made, not misleading,
      and,
      upon request, promptly furnish to each requesting Holder a reasonable number
      of
      copies each such supplement or post-effective amendment;

     

    (n) if
      requested by the managing underwriter(s), if any, or any Holders of Registrable
      Securities
      (i) as promptly as practicable incorporate in a prospectus supplement or
      post-effective amendment relating to the Registrable Securities
      such
      material information as the managing underwriter(s), if any, or such Holders
      indicate in writing relates to them or that they reasonably request be included
      therein and (ii) use its commercially reasonable best efforts to make all
      required filings of such prospectus supplement or such post-effective amendment
      as soon as practicable after the Company has received written notification
      of
      the matters to be incorporated in such prospectus supplement or post-effective
      amendment;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    (o) in
      the
      case of an Underwritten Offering, use its commercially reasonable best efforts
      to furnish to each Holder of Registrable Securities covered by such Registration
      Statement and the underwriters a signed counterpart, addressed to each such
      Holder and the underwriters, of: (i) an opinion of counsel for the Company,
      dated the date of each closing under the underwriting agreement, reasonably
      satisfactory to such Holder and the underwriters; and (ii) a “comfort”
letter, dated the effective date of such Registration Statement and the date
      of
      each closing under the underwriting agreement, signed by the independent public
      accountants who have certified the Company's financial statements included
      in
      such Registration Statement, covering substantially the same matters with
      respect to such Registration Statement (and the prospectus included therein)
      and
      with respect to events subsequent to the date of such financial statements,
      as
      are customarily covered in accountants' letters delivered to underwriters in
      underwritten public offerings of securities and such other financial matters
      as
      such Holder and the underwriters may reasonably request; 

     

    (p) provide
      a
      CUSIP number for all Registrable Securities, not later than the effective date
      of the Registration Statement;
      and

     

    (q) if
      requested by any holder of Registrable Securities, obtain a “cold comfort”
letter from the Company’s independent registered public accounting firm in
      customary form and covering such matters of the type customarily covered by
      “cold comfort” letters as the Investors reasonably request.

     

    It
      shall
      be a condition precedent to the obligation of the Company to take any action
      pursuant to this Agreement in respect of the securities which are to be
      registered at the request of the Holders that the Holders shall furnish to
      the
      Company such information regarding the Registrable Securities held by the
      Holders and the intended method of disposition thereof as the Company shall
      reasonably request in connection with such registration. 

     

    
      	
              6.

            	
              REGISTRATION
                EXPENSES. 

            


    

     

    (a) Except
      as
      otherwise expressly provided in this Agreement, all Registration Expenses will
      be borne by the Company. To the extent Registration Expenses are not required
      to
      be paid by the Company pursuant to this Agreement, each holder of securities
      included in any registration or qualification hereunder will pay those
      Registration Expenses allocable to the registration or qualification of such
      holders’ securities so included, and any Registration Expenses not so allocable
      will be borne by all sellers of securities included in such registration in
      proportion to the aggregate selling price of the securities to be so registered
      or qualified.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    (b) Except
      as
      otherwise expressly provided in this Agreement, in connection with each Shelf
      Registration Statement and any Piggyback Registration, the Company will
      reimburse the Holders covered by such Registration Statement for the reasonable
      fees and disbursements of one United States legal counsel, which counsel shall
      be selected (i) in the case of a Shelf Registration Statement by the Holders
      holding a majority of the Registrable Securities, and (ii) in all other cases,
      by the Holders of a majority of the Registrable Securities, and in each case
      in
      consultation with the Company. 

     

    
      	
              7.

            	
              BLACK
                OUT PERIOD.

            


    

     

    (a) Subject
      to the provisions of this Section 7, the Company shall have the right, but
      not the obligation, from time to time to suspend the use of the Registration
      Statement, following the effectiveness of a Registration Statement (and the
      filings with any international, federal or state securities commissions), the
      Company, by written notice to the Holders, may direct the Holders to suspend
      sales of the Registrable Shares pursuant to a Registration Statement for such
      times as the Company reasonably may determine is necessary and advisable
      if a majority of the independent members of the Board of Directors of the
      Company shall have determined in good faith, after the advice of counsel, that
      the Company is required by law, rule or regulation, or that it is in the best
      interests of the Company, to (i) supplement the prospectus or (ii) file a
      post-effective amendment to the Registration Statement in the case of (i) or
      (ii) to incorporate information into the Registration Statement for the purpose
      of (1) including in the Registration Statement any prospectus required
      under Section 10(a)(3) of the Securities Act; (2) reflecting in the
      prospectus any facts or events arising after the effective date of the
      Registration Statement (or of the most-recent post-effective amendment) that,
      individually or in the aggregate, represents a fundamental change in the
      information set forth therein; or (3) including in the prospectus any
      material information with respect to the plan of distribution not disclosed
      in
      the Registration Statement or any material change to such information; PROVIDED,
      HOWEVER, that the foregoing provisions (i) and (ii) shall only apply to a Shelf
      Registration Statement filed on Form S-11 under the Securities Act. In no event
      may a suspension in the case of (i) last for more than five (5) business days
      in
      any singular instance and in the case of (i) and (ii) cumulatively last for
      more
      than an aggregate of ninety (90) days in any rolling twelve (12) month period
      commencing on the Closing Date or for more than an aggregate of sixty (60)
      days
      in any rolling ninety (90) day period, except as a result of a refusal by the
      Commission to declare any post-effective amendment to the Registration Statement
      effective after the Company shall have used all commercially reasonable best
      efforts to cause such post-effective amendment to be declared effective, in
      which case the suspension shall be terminated immediately following the
      effective date of the post-effective amendment to the Registration Statement.
      Upon the occurrence of any such suspension, the Company shall use its
      commercially reasonable best efforts to cause the Registration Statement to
      become effective or to promptly amend or supplement the Registration Statement
      on a post-effective basis or to take such action as is necessary to make resumed
      use of the Registration Statement compatible with the Company’s best interests,
      as applicable, so as to permit the Holders to resume sales of the Registrable
      Shares as soon as possible.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    (b) In
      the
      case of an event that causes the Company to suspend the use of a Registration
      Statement (a “Suspension
      Event”),
      the
      Company shall give written notice (a “Suspension
      Notice”)
      to the
      Holders to suspend sales of the Registrable Shares pursuant to the Registration
      Statement and such notice shall state generally the basis for the notice and
      that such suspension shall continue only for so long as the Suspension Event
      or
      its effect is continuing and the Company is using its commercially reasonable
      best efforts and taking all reasonable steps to terminate suspension of the
      use
      of the Registration Statement as promptly as possible. No Holder shall effect
      any sales of the Registrable Shares pursuant to such Registration Statement
      (or
      such filings) at any time after it has received a Suspension Notice from the
      Company and prior to receipt of an End of Suspension Notice (as defined below).
      Each Holder agrees to keep confidential the fact that the Company has issued
      a
      Suspension Notice and the contents thereof. If so directed by the Company,
      each
      Holder will deliver to the Company all copies, other than permanent file copies
      then in such Holder’s possession, of the prospectus covering the Registrable
      Shares at the time of receipt of the Suspension Notice. The Holders may
      recommence effecting sales of the Registrable Shares pursuant to the
      Registration Statement (or such filings) following further notice to such effect
      (an “End
      of
      Suspension Notice”)
      from
      the Company, which End of Suspension Notice shall be given by the Company to
      the
      Holders in the manner described above promptly following the conclusion of
      any
      Suspension Event.

     

    (c) Notwithstanding
      any provision herein to the contrary, if the Company shall give a Suspension
      Notice pursuant to this Section 7, the Company agrees that it shall extend
      the period of time during which the applicable Registration Statement shall
      be
      maintained effective pursuant to this Agreement by the number of days during
      the
      period from the date of receipt by the Holders of the Suspension Notice to
      and
      including the date of receipt by the Holders of the End of Suspension Notice
      and
      copies of the supplemented or amended prospectus necessary to resume
      sales; PROVIDED
      that such period of time shall not be extended beyond the date that securities
      are no longer Registrable Securities.

     

    
      	
              8.

            	
              INDEMNIFICATION
                AND
                CONTRIBUTION.

            


    

     

    (a) The
      Company agrees to indemnify and hold harmless (i) each Holder and any
      underwriter (as determined in the Securities Act) for such Holder,
      (ii) each Person, if any, who controls (within the meaning of
      Section 15 of the Securities Act or Section 20(a) of the Exchange
      Act), any such Person described in clause (i) (any of the Persons referred
      to in
      this clause (ii) being hereinafter referred to as a “Controlling
      Person”),
      and
      (iii) the respective officers, directors, partners, employees,
      representatives and agents of any such Person or any Controlling Person (any
      Person referred to in clause (i), (ii) or (iii) may hereinafter be referred
      to
      as a “Purchaser
      Indemnitee”),
      to
      the fullest extent lawful, from and against any and all losses, claims, damages,
      judgments, actions, out-of-pocket expenses, and other liabilities (the
“Liabilities”),
      including without limitation and as incurred, reimbursement of all reasonable
      costs of investigating, preparing, pursuing or defending any claim or action,
      or
      any investigation or proceeding by any governmental agency or body, commenced
      or
      threatened, including the reasonable fees and expenses of counsel to any
      Purchaser Indemnitee, joint or several, directly or indirectly related to,
      based
      upon, arising out of or in connection with any untrue statement or alleged
      untrue statement of a material fact contained in any Registration Statement
      or
      prospectus included in such Registration Statement (as amended or supplemented
      if the Company shall have furnished to such Purchaser Indemnitee any amendments
      or supplements thereto), or any preliminary prospectus or any other document
      used to sell the Registrable Shares, or any omission or alleged omission to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading, except insofar as such Liabilities arise out of or are
      based upon (i) any untrue statement or omission or alleged untrue statement
      or omission made in reliance upon and in conformity with information relating
      to
      any Purchaser Indemnitee furnished to the Company or any underwriter in writing
      by such Purchaser Indemnitee expressly for use therein, or (ii) any untrue
      statement contained in or omission from a preliminary prospectus if a copy
      of
      the prospectus (as then amended or supplemented, if the Company shall have
      furnished to or on behalf of the Holder participating in the distribution
      relating to the relevant Registration Statement any amendments or supplements
      thereto) was not sent or given by or on behalf of such Holder to the Person
      asserting any such Liabilities who purchased Registrable Shares, if such
      prospectus (or prospectus as amended or supplemented) is required by law to
      be
      sent or given at or prior to the written confirmation of the sale of such
      Registrable Shares to such Person and the untrue statement contained in or
      omission from such preliminary prospectus was corrected in the prospectus (or
      the prospectus as amended or supplemented), or (iii) any use of any Registration
      Statement or prospectus included therein during a period when a stop order
      has
      been issued in respect thereof or any action or proceedings for that purpose
      have been initiated, or use of a Registration Statement or a prospectus included
      therein (including any preliminary prospectus) that has been suspended pursuant
      to Sections 5(e)(ii), 5(e)(iii), or 5(e)(iv) of this Agreement; provided that,
      with respect to this subsection (iii), the Holder using such Registration
      Statement or prospectus (including any preliminary Prospectus) received the
      notice required by Section 5(e) hereof in advance of such use. The Company
      shall
      notify the Holders promptly of the institution, threat or assertion of any
      claim, proceeding (including any governmental investigation), or litigation
      of
      which it shall have become aware in connection with the matters addressed by
      this Agreement which involves the Company or a Purchaser Indemnitee. The
      indemnity provided for herein shall remain in full force and effect regardless
      of any investigation made by or on behalf of any Purchaser
      Indemnitee.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    (b) In
      connection with any Registration Statement in which a Holder of Registrable
      Shares is participating, and as a condition to such participation, such Holder
      agrees, severally and not jointly, to indemnify and hold harmless the Company,
      each Person who signs the Registration Statement, each Person who controls
      the
      Company within the meaning of Section 15 of the Securities Act or
      Section 20(a) of the Exchange Act and the respective partners, directors,
      officers, members, representatives, employees and agents of the Company, such
      Person or Controlling Person to the same extent as the foregoing indemnity
      from
      the Company to each Purchaser Indemnitee, but only with reference to untrue
      statements or omissions or alleged untrue statements or omissions made in
      reliance upon and in strict conformity with information relating to such
      Purchaser Indemnitee furnished to the Company in writing by such Purchaser
      Indemnitee expressly for use in any Registration Statement or related
      prospectus, any amendment or supplement thereto or any related preliminary
      prospectus. The liability of any Purchaser Indemnitee pursuant to this paragraph
      shall in no event exceed the net proceeds received by such Purchaser Indemnitee
      from sales of Registrable Shares giving rise to such obligations.

     

    (c) If
      any
      suit, action, proceeding (including any governmental or regulatory
      investigation), claim or demand shall be brought or asserted against any Person
      in respect of which indemnity may be sought pursuant to paragraph (a) or (b)
      above, such Person (the “Indemnified
      Party”)
      shall
      promptly notify the Person against whom such indemnity may be sought (the
“Indemnifying
      Party”),
      in
      writing, of the commencement thereof (but the failure to so notify an
      Indemnifying Party shall not relieve it from any liability which it may have
      under this Section 8, except to the extent the Indemnifying Party is
      materially prejudiced by the failure to give notice), and the Indemnifying
      Party, upon request of the Indemnified Party, shall retain counsel reasonably
      satisfactory to the Indemnified Party to represent the Indemnified Party and
      any
      others the Indemnifying Party may reasonably designate in such proceeding and
      shall assume the defense of such proceeding and shall pay the reasonable fees
      and expenses actually incurred by such counsel related to such proceeding.
      Notwithstanding the foregoing, in any such proceeding, any Indemnified Party
      shall have the right to retain its own counsel, but the fees and expenses of
      such counsel shall be at the expense of such Indemnified Party, unless
      (i) the Indemnifying Party and the Indemnified Party shall have mutually
      agreed in writing to the contrary, (ii) the Indemnifying Party failed
      within a reasonable time after notice of commencement of the action to assume
      the defense and employ counsel reasonably satisfactory to the Indemnified Party,
      (iii) the Indemnifying Party and its counsel do not actively and vigorously
      pursue the defense of such action or (iv) the named parties to any such
      action (including any impleaded parties), include both such Indemnified Party
      and the Indemnifying Party, or any Affiliate of the Indemnifying Party, and
      such
      Indemnified Party shall have been reasonably advised by counsel that, either
      (x) there may be one or more legal defenses available to it which are
      different from or additional to those available to the Indemnifying Party or
      such Affiliate of the Indemnifying Party or (y) a conflict may exist
      between such Indemnified Party and the Indemnifying Party or such Affiliate
      of
      the Indemnifying Party (in which case the Indemnifying Party shall not have
      the
      right to assume nor direct the defense of such action on behalf of such
      Indemnified Party, it being understood, however, that the Indemnifying Party
      shall not, in connection with any one such action or separate but substantially
      similar or related actions in the same jurisdiction arising out of the same
      general allegations or circumstances, be liable for the fees and expenses of
      more than one separate firm of attorneys (in addition to any local counsel),
      for
      all such Indemnified Parties, which firm shall be designated in writing by
      those
      Indemnified Parties who sold a majority of the Registrable Shares sold by all
      such Indemnified Parties and any such separate firm for the Company, the
      directors, the officers and such control Persons of the Company as shall be
      designated in writing by the Company). The Indemnifying Party shall not be
      liable for any settlement of any proceeding effected without its written
      consent, which consent shall not be unreasonably withheld, but if settled with
      such consent or if there is a final judgment for the plaintiff, the Indemnifying
      Party agrees to indemnify any Indemnified Party from and against any loss or
      liability by reason of such settlement or judgment. No Indemnifying Party shall,
      without the prior written consent of the Indemnified Party, effect any
      settlement of any pending or threatened proceeding in respect of which any
      Indemnified Party is or could have been a party and indemnity could have been
      sought hereunder by such Indemnified Party, unless such settlement includes
      an
      unconditional release of such Indemnified Party from all liability on claims
      that are the subject matter of such proceeding.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    (d) If
      the
      indemnification provided for in paragraphs (a) and (b) of this Section 8 is
      for any reason held to be unavailable to an Indemnified Party in respect of
      any
      Liabilities referred to therein (other than by reason of the exceptions provided
      therein) or is insufficient to hold harmless a party indemnified thereunder,
      then each Indemnifying Party under such paragraphs, in lieu of indemnifying
      such
      Indemnified Party thereunder, shall contribute to the amount paid or payable
      by
      such Indemnified Party as a result of such Liabilities (i) in such
      proportion as is appropriate to reflect the relative benefits of the Indemnified
      Party on the one hand and the Indemnifying Party(ies) on the other in connection
      with the statements or omissions that resulted in such Liabilities, or
      (ii) if the allocation provided by clause (i) above is not permitted by
      applicable law, in such proportion as is appropriate to reflect not only the
      relative benefits referred to in clause (i) above but also the relative fault
      of
      the Indemnifying Party(ies) and the Indemnified Party, as well as any other
      relevant equitable considerations. The relative fault of the Company on the
      one
      hand and any Purchaser Indemnitees on the other shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission or alleged omission to state a material fact
      relates to information supplied by the Company or by such Purchaser Indemnitees
      and the parties' relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    (e) The
      parties agree that it would not be just and equitable if contribution pursuant
      to this Section 8 were determined by pro
      rata
      allocation (even if such Indemnified Parties were treated as one entity for
      such
      purpose), or by any other method of allocation that does not take account of
      the
      equitable considerations referred to in paragraph 8(d) above. The amount paid
      or
      payable by an Indemnified Party as a result of any Liabilities referred to
      in
      paragraph 8(d) shall be deemed to include, subject to the limitations set forth
      above, any reasonable legal or other expenses actually incurred by such
      Indemnified Party in connection with investigating or defending any such action
      or claim. Notwithstanding the provisions of this Section 8, in no event
      shall a Purchaser Indemnitee be required to contribute any amount in excess
      of
      the amount by which proceeds received by such Purchaser Indemnitee from sales
      of
      Registrable Shares exceeds the amount of any damages that such Purchaser
      Indemnitee has otherwise been required to pay by reason of such untrue or
      alleged untrue statement or omission or alleged omission. For purposes of this
      Section 8, each Person, if any, who controls (within the meaning of
      Section 15 of the Securities Act or Section 20(a) of the Exchange Act)
      a Holder shall have the same rights to contribution as such Holder and each
      Person, if any, who controls (within the meaning of Section 15 of the Act
      or Section 20(a) of the Exchange Act) the Company, and each officer,
      director, partner, employee, representative, agent or manager of the Company
      shall have the same rights to contribution as the Company. Any party entitled
      to
      contribution will, promptly after receipt of notice of commencement of any
      action, suit or proceeding against such party in respect of which a claim for
      contribution may be made against another party or parties, notify each party
      or
      parties from whom contribution may be sought, but the omission to so notify
      such
      party or parties shall not relieve the party or parties from whom contribution
      may be sought from any obligation it or they may have under this Section 8
      or otherwise, except to the extent that any party is materially prejudiced
      by
      the failure to give notice. No Person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act), shall be
      entitled to contribution from any Person who was not guilty of such fraudulent
      misrepresentation.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    (f) The
      indemnity and contribution agreements contained in this Section 8 will be
      in addition to any liability which the Indemnifying Parties may otherwise have
      to the Indemnified Parties referred to above. The Purchaser Indemnitee's
      obligations to contribute pursuant to this Section 8 are several in
      proportion to the respective number of Registrable Shares sold by each of the
      Purchaser Indemnitees hereunder and not joint.

     

    9.  PARTICIPATION
      IN UNDERWRITTEN REGISTRATIONS. No
      Person
      may participate in any registration hereunder which is underwritten unless
      such
      Person (a) agrees to sell such Person’s securities on the basis provided in
      any underwriting arrangements approved by the Person or Persons entitled
      hereunder to approve such arrangements and (b) completes and executes all
      customary questionnaires, powers of attorney, indemnities, underwriting
      agreements and other documents reasonably required under the terms of such
      underwriting arrangements. 

     

    
      	
              10.

            	
              MISCELLANEOUS.
                

            


    

     

    (a) NOTICES.
      All
      notices or other communication required or permitted hereunder shall be in
      writing and shall be delivered personally, telecopied or sent by certified,
      registered or express mail, postage prepaid. Any such notice shall be deemed
      given when so delivered personally, telecopied or sent by certified, registered
      or express mail or, if mailed, five days after the date of deposit in the United
      States mail, as follows:

     

    If
      to the
      Company:

     

    New
      York
      Mortgage Trust, Inc.

    1301
      Avenue of the Americas, 7th
      Floor

    New
      York,
      New York 10019

    Attention: President

    Fax:
      212-655-6269

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    With
      a
      copy to:

     

    Hunton
      & Williams LLP

    951
      East
      Byrd Street

    Richmond,
      Virginia 23219

    Attention:
      Daniel M. LeBey, Esq.

    Fax:
      804-788-8218

     

    If
      to the
      Investors:

     

    JMP
      Group, Inc.

    600
      Montgomery Street, 11th
      Floor

    San
      Francisco, CA 94108

    Attention:
      Janet Tarkoff

    Fax:
      (415) 263-1336

     

    With
      a
      copy to:

     

    Kirkpatrick
      & Lockhart Preston Gates Ellis LLP

    1601
      K
      Street, N.W.

    Washington,
      DC 20006

    Attention:
      Phillip Kardis, Esq.

    Fax:
      (202) 778-9100

     

    Any
      party
      may by notice given in accordance with this Section 9(a) designate another
      address or person for receipt of notices hereunder. 

     

    (b) AMENDMENT
      AND WAIVER.
      

     

    (i) No
      failure or delay on the part of any party hereto in exercising any right, power
      or remedy hereunder shall operate as a waiver thereof, nor shall any single
      or
      partial exercise of any such right, power or remedy preclude any other or
      further exercise thereof or the exercise of any other right, power or remedy.
      The remedies provided for herein are cumulative and are not exclusive of any
      remedies that may be available to the parties hereto at law, in equity or
      otherwise. 

     

    (ii) Any
      amendment, supplement or modification of or to any provision of this Agreement,
      any waiver of any provision of this Agreement, and any consent to any departure
      by any party from the terms of any provision of this Agreement, shall be
      effective, (a) only if it is made or given in writing and signed by the
      Company and by the holders of at least 66-2/3% of the Registrable Securities
      and
      (b) only in the specific instance and for the specific purpose for which
      made or given. 

     

    (c) SPECIFIC
      PERFORMANCE.
      The
      parties hereto intend that each of the parties have the right to seek damages
      or
      specific performance in the event that any other party hereto fails to perform
      such party’s obligations hereunder. Therefore, if any party shall institute any
      action or proceeding to enforce the provisions hereof, any party against whom
      such action or proceeding is brought hereby waives any claim or defense therein
      that the plaintiff party has an adequate remedy at law. 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    (d) HEADINGS.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof. 

     

    (e) SEVERABILITY.
      If any
      one or more of the provisions contained herein, or the application thereof
      in
      any circumstance, is held invalid, illegal or unenforceable in any respect
      for
      any reason, the validity, legality and enforceability of any such provision
      in
      every other respect and of the remaining provisions hereof shall not be in
      any
      way impaired, unless the provisions held invalid, illegal or unenforceable
      shall
      substantially impair the benefits of the remaining provisions hereof.


     

    (f) ENTIRE
      AGREEMENT.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein and therein. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein or therein.
      This
      Agreement supersedes all prior agreements and understandings between the parties
      with respect to such subject matter. 

     

    (g) TERM
      OF AGREEMENT.
      The
      provisions of this Agreement shall become effective upon the execution hereof
      and shall terminate as provided herein.

     

    (h) VARIATIONS
      IN PRONOUNS.
      All
      pronouns and any variations thereof refer to the masculine, feminine or neuter,
      singular or plural, as the context may require. 

     

    (i) GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
      WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
      

     

    (j) FURTHER
      ASSURANCES.
      Each of
      the parties shall, and shall cause their respective Affiliates to, execute
      such
      instruments and take such action as may be reasonably required or desirable
      to
      carry out the provisions hereof and the transactions contemplated hereby.


     

    (k) SUCCESSORS
      AND ASSIGNS.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors, heirs, legatees and legal representatives. This
      Agreement is not assignable except in connection with a transfer of Shares
      in
      accordance with this Agreement. 

     

    (l) COUNTERPARTS.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

     

    
      	 	 	 
	
              COMPANY:

            	
              NEW
                YORK MORTGAGE TRUST, INC.

            
	 
 	 
 	 
 
	
            	
            	
              /s/
                David Akre    

            
	 	
              

              Name:
                David Akre

            
	 	
              Title:
                Co-Chief Executive Officer

            


    

     

    
      	 	 	 
	
              INVESTORS:

            	
              JMP
                GROUP INC.

            
	 
 	 
 	 
 
	
            	
            	
              /s/
                Joseph A. Jolson    

            
	 	
              

              Name:
                

            
	 	
              Title:
                

            


    

     

    
      	 	 	 
	 	
              JMP
                REALTY TRUST, INC.

            
	 
 	 
 	 
 
	
            	
            	
              /s/
                Jim J. Fowler     

            
	 	
              

              Name:
                Jim J. Fowler

            
	 	
              Title:
                President

            


    

     

    
      	 	 	 
	 	
              HARVEST
                OPPORTUNITY PARTNERS II, L.P.

            
	 
 	 
 	 
 
	
            	
            	
              /s/
                Joseph A. Jolson    

            
	 	
              

              Name:
                

            
	 	
              Title:
                

            


    

     

    
      	 	 	 
	 	
              HARVEST
                OPPORTUNITY PARTNERS OFFSHORE FUND, LTD.

            
	 
 	 
 	 
 
	
            	
            	
              /s/
                Joseph A. Jolson    

            
	 	
              

              Name:
                

            
	 	
              Title:
                

            


    

     

    
      	 	 	 
	 	
              HARVEST
                SMALL CAP PARTNERS, L.P.

            
	 
 	 
 	 
 
	
            	
            	
              /s/
                Jeffrey B. Osher    

            
	 	
              

              Name:
                Jeffrey B. Osher

            
	 	
              Title:
                Portfolio Manager

            


    

     

    
      	 	 	 
	 	
              HARVEST
                SMALL CAP OFFSHORE, LTD.

            
	 
 	 
 	 
 
	
            	
            	
              /s/
                Jeffrey B. Osher    

            
	 	
              

              Name:
                Jeffrey B. Osher

            
	 	
              Title:
                Portfolio Manager

            


    

     

    
      
        
        

      

      
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