Delta Financial Corp Watch

from PRE 14A 2 pages This Proxy, When Properly Executed, Will Be Voted in the Manner Directed Herein by the Undersigned Stockholder. if No Direction Is Given, This Proxy Will Be Voted for Proposals 1 and 2. Mark Here for Address Change or Comments O Please See Reverse Side 1. Approval of the Issuance of the Shares of Our Common Stock That Are Issuable Upon the Exercise of Warrants Held by Affiliates of Angelo, Gordon & Co. for O Against O Abstain O 2. Approval of the Issuance of an Aggregate of 2,000,000 Shares of Our Common Stock That Are Issuable Upon the Conversion of Convertible Notes Held by Entities Managed by Mr. Mohnish Pabrai. for O Against O Abstain O 3. in Their Discretion, the Proxies Are Authorized to Vote Upon Such Other Business as May Properly Come Before the Meeting. Please Mark, Sign, Date and Return This Card Promptly Using the Enclosed Envelope. the Board of Directors Recommends a Vote “For” Proposals 1 and 2. Signature(s): Dated: , 2007 Please Sign Exactly as Name Appears Hereon. When Shares Are Held by Joint Tenants, Both Should Sign. When Signing as Attorney, Executor, Administrator, Trustee or Guardian, Please Give Full Title as Such. if a Corporation, Please Sign in Full Corporate Name by President or Other Authorized Officer. if a Partnership, Please Sign in Partnership Name by Authorized Person. Ù Fold and Detach Here Ù

from 8-K ~50 pages Underwriting agreement

from S-2/A ~20 pages Underwriting agreement

from 8-K ~20 pages Underwriting Agreement Dated July 18, 1997

from S-1 ~20 pages Underwriting Agreement

from S-1/A ~50 pages Form of Underwriting Agreement