REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2006 • FBR Capital Markets Corp • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of July 14, 2006, by and among the Company and FBR in connection with the purchase and sale or placement of an aggregate of 12,066,667 shares of the Company’s common stock (plus an additional 1,810,000 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
FBR CAPITAL MARKETS CORPORATION 21,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2009 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • New York
FBR CAPITAL MARKETS CORPORATION 12,100,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2007 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • New York
FBR CAPITAL MARKETS CORPORATION 12,830,450 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2009 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • New York
a duly authorized officer of such Selling Stockholders that purports to list all orders, judgments or decrees binding on such Selling Stockholders, based solely on our review of such orders, judgments or decrees.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2015 • FBR & Co. • Security brokers, dealers & flotation companies • Virginia
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 16, 2015 (the “Effective Date”), is hereby entered into by and between FBR & Co., a Virginia corporation with its principal place of business at 1001 19th Street North, Arlington, Virginia 22209 (“FBR” or the “Company”), and Richard J. Hendrix (the “Executive”).
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 10th, 2007 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • Virginia
THIS AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is made as of April 5, 2007, by and between FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia Corporation (“FBR Group”), and FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“FBR Capital Markets”).
AMENDED AND RESTATED VOTING AGREEMENT by and among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.), FBR TRS HOLDINGS, INC., FBR CAPITAL MARKETS CORPORATION, FOREST HOLDINGS (ERISA) LLC, and FOREST HOLDINGS LLC dated as...Voting Agreement • May 19th, 2009 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • Virginia
THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is dated as of May __, 2009, and is by and among Friedman, Billings, Ramsey Group, Inc. (d/b/a Arlington Asset Investment Corp.), a Virginia corporation (“FBR Group”), FBR TRS Holdings, Inc., a Virginia corporation (“FBR TRS”), FBR Capital Markets Corporation, a Virginia corporation (“FBR” or the “Company”), Forest Holdings (ERISA) LLC, a Delaware limited liability company (“Crestview ERISA”), and Forest Holdings LLC, a Delaware limited liability company (“Crestview LLC” and together with Crestview ERISA, “Crestview”). FBR Group, FBR TRS, the Company, and Crestview are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
TRADEMARK LICENSE AGREEMENT by and between FBR CAPITAL MARKETS CORPORATION and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.) Dated as of May , 2009Trademark License Agreement • May 19th, 2009 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • Virginia
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”) is dated as of the May __, 2009 (the “Effective Date”), and is by and between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“Licensor”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, Inc (d/b/a ARLINGTON ASSET INVESTMENT CORP.), a Virginia corporation (“Licensee”) (each of Licensor and Licensee a “Party” and collectively, the “Parties”).
SERVICES AGREEMENT by and between FBR CAPITAL MARKETS CORPORATION and FREIDMAN, BILLINGS, RAMSEY GROUP, INC. Dated as of July 20, 2006Services Agreement • November 17th, 2006 • FBR Capital Markets Corp • Virginia
THIS SERVICES AGREEMENT, as amended, modified and in effect from time to time (this “Agreement”), is made as of July 20, 2006, by and between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“FBR Capital Markets”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (“FBR Group”).
EMPLOYMENT AGREEMENT OF RICHARD J. HENDRIXEmployment Agreement • May 12th, 2008 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • Virginia
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 30, 2008, is hereby entered into by and between FBR Capital Markets Corporation, a Virginia corporation with its principal place of business at 1001 19 th street North, Arlington, VA 22209 (“FBCM” or the “Company”) and Richard J. Hendrix, residing at the address set forth on the signature page hereof (the “Executive”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • May 19th, 2009 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • Virginia
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is dated as of May 18, 2009, and is by and among FBR CAPITAL MARKETS CORPORATION, a corporation organized under the laws of the Commonwealth of Virginia (the “Company”), FBR TRS HOLDINGS, INC., a corporation organized under the laws of the Commonwealth of Virginia (“Seller”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.), a corporation organized under the laws of the Commonwealth of Virginia (“Group”). The Company, Seller, and Group are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
VOTING AGREEMENT by and among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR TRS HOLDINGS, INC., FBR CAPITAL MARKETS CORPORATION, FOREST HOLDINGS (ERISA) LLC, and FOREST HOLDINGS LLC dated as of July 20, 2006Voting Agreement • November 17th, 2006 • FBR Capital Markets Corp • Virginia
THIS VOTING AGREEMENT (the “Agreement“), dated as of July 20, 2006, is made by and among Friedman, Billings, Ramsey Group, Inc., a Virginia corporation, (“FBR Group“), FBR TRS Holdings, Inc., a Virginia corporation, (“FBR TRS“), FBR Capital Markets Corporation, a Virginia corporation, (“FBR“ or the “Company“), Forest Holdings (ERISA) LLC, a Delaware limited liability company, (“Crestview ERISA“) and Forest Holdings LLC, a Delaware limited liability company, (“Crestview LLC“ and together with Crestview ERISA, “Purchaser“).
ASSET PURCHASE AGREEMENT Between HENNESSY ADVISORS, INC. and FBR FUND ADVISERS, INC. June 6, 2012Asset Purchase Agreement • June 7th, 2012 • FBR & Co. • Security brokers, dealers & flotation companies • New York
THIS ASSET PURCHASE AGREEMENT is made and entered into on this 6th day of June, 2012, by and between HENNESSY ADVISORS, INC., a California corporation (“Buyer”), and FBR Fund Advisers, Inc., a Delaware corporation (“Seller”).
GOVERNANCE AGREEMENT by and among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR TRS HOLDINGS, INC., FOREST HOLDINGS (ERISA) LLC, and FOREST HOLDINGS LLC dated as of July 20, 2006Governance Agreement • November 17th, 2006 • FBR Capital Markets Corp • New York
THIS GOVERNANCE AGREEMENT (the “Agreement“), dated as of July 20, 2006, relating to FBR Capital Markets Corporation (“FBR” or the “Company”) is made by and among Friedman, Billings, Ramsey Group, Inc., a Virginia corporation, (“FBR Group“), FBR TRS Holdings, Inc., a Virginia corporation, (“FBR TRS“), Forest Holdings (ERISA) LLC, a Delaware limited liability company (“Crestview ERISA“) and Forest Holdings LLC, a Delaware limited liability company (“Crestview LLC” and, together with Crestview ERISA, “Purchaser”).
FBR CAPITAL MARKETS CORPORATION Form of Incentive Stock Option AgreementIncentive Stock Option Agreement • November 17th, 2006 • FBR Capital Markets Corp • Virginia
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”), dated as of the __ day of _______, 2006, between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (the “U”), and ___________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2006 Long-Term Incentive Plan (the “U”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the meaning given them in the Plan.
CORPORATE AGREEMENT by and between FBR CAPITAL MARKETS CORPORATION and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. dated as of July 20, 2006Corporate Agreement • November 17th, 2006 • FBR Capital Markets Corp • Virginia
THIS CORPORATE AGREEMENT (“Agreement”) is entered into as of July 20, 2006 by and between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“FBR Capital Markets”) and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (“FBR Group”).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • November 17th, 2006 • FBR Capital Markets Corp
This PROFESSIONAL SERVICES AGREEMENT, dated as of July 20, 2006 (the “Agreement”), between FBR Capital Markets Corporation, a Virginia Corporation (the “Company”), and Crestview Advisors, L.L.C., a Delaware limited liability company (“Crestview”).
CONTRIBUTION AGREEMENT by and between FBR TRS HOLDINGS, INC. and FBR CAPITAL MARKETS CORPORATION dated as of July 20, 2006Contribution Agreement • November 17th, 2006 • FBR Capital Markets Corp • Virginia
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this day of July 20, 2006 by and between FBR TRS HOLDINGS, INC., a Virginia corporation (“Contributor”) and FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“Acquirer”).
AMENDMENT NO. 1 TO CORPORATE AGREEMENTCorporate Agreement • May 10th, 2007 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • Virginia
THIS AMENDMENT NO. 1 TO CORPORATE AGREEMENT (this “Amendment”) is entered into as of April 5, 2007, by and between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“FBR Capital Markets”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (“FBR Group”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 19th, 2009 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • Virginia
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated as of May __, 2009, and is by and between FBR CAPITAL MARKETS CORPORATION, a corporation organized under the laws of the Commonwealth of Virginia (“CMC”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.), a corporation organized under the laws of the Commonwealth of Virginia (“Group”). CMC and Group are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FBR & Co. Arlington, Virginia 22209 Ladies and Gentlemen:Merger Agreement • February 21st, 2017 • FBR & Co. • Security brokers, dealers & flotation companies
As a holder of common stock, par value $0.0001 per share, of BRF (the “BRF Common Stock”), the undersigned (the “Stockholder”) understands that FBR & Co., a Virginia corporation (the “Company”) and B. Riley Financial, Inc., a Delaware corporation (“BRF”), propose to enter into an Agreement and Plan of Merger, dated as of February 17, 2017 (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, a merger of the Company with and into BRF, in which each of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company (other than Excluded Shares) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.
TAX SHARING AGREEMENT by and between FBR TRS HOLDINGS, INC. and FBR CAPITAL MARKETS CORPORATION dated as of July 20, 2006Tax Sharing Agreement • November 17th, 2006 • FBR Capital Markets Corp • Virginia
THIS TAX SHARING AGREEMENT (“Agreement”) is made and effective as of the 20th day of July 2006, by and between FBR TRS Holdings, Inc., a Virginia corporation (“TRS Holdings”), and FBR Capital Markets Corporation, a Virginia corporation (“FBR Capital Markets”).
TRADEMARK LICENSE AGREEMENT by and between FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. and FBR CAPITAL MARKETS CORPORATION dated as of July 20, 2006Trademark License Agreement • November 17th, 2006 • FBR Capital Markets Corp • Virginia
This TRADEMARK LICENSE AGREEMENT (“Agreement”) dated as of the 20th day of July, 2006 (the “Effective Date”) is entered into by and between FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (“Licensor”) and FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“Licensee”) (each of Licensor and Licensee a “Party” and collectively, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 19th, 2009 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • Virginia
THIS TRANSITION SERVICES AGREEMENT, as amended, modified and in effect from time to time (this “Agreement”), is made as of May , 2009, by and between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“FBR Capital Markets”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.), a Virginia corporation (“FBR Group”).
INVESTMENT AGREEMENT by and among FOREST HOLDINGS LLC FOREST HOLDINGS (ERISA) LLC and FBR CAPITAL MARKETS CORPORATION Dated as of July 19, 2006Investment Agreement • November 17th, 2006 • FBR Capital Markets Corp • New York
THIS INVESTMENT AGREEMENT is made and entered into as of the 19th day of July, 2006, by and among Forest Holdings LLC and Forest Holdings (ERISA) LLC (each, a “Purchaser” and, together, the “Purchasers”) and FBR Capital Markets Corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER Between FBR & CO. and B. RILEY FINANCIAL, INC. Dated as of February 17, 2017Agreement and Plan of Merger • February 21st, 2017 • FBR & Co. • Security brokers, dealers & flotation companies • Virginia
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of February 17, 2017, is by and between FBR & Co., a Virginia corporation (the “Company”) and B. Riley Financial, Inc., a Delaware corporation (“Parent”).
MANAGEMENT SERVICES AGREEMENT by and between FRIEDMAN, BILLINGS RAMSEY GROUP, INC. and FBR CAPITAL MARKETS CORPORATION dated as of July 20, 2006Management Services Agreement • November 17th, 2006 • FBR Capital Markets Corp • Virginia
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of July 20, 2006, by and between FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia Corporation (“FBR Group”), and FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“FBR Capital Markets”).
Form of August 2008 Performance RSU Award AgreementRsu Award Agreement • August 21st, 2008 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies
On August , 2008, (the “Grant Date”) you were granted a Restricted Stock Unit (“RSU”) Award pursuant to Section 8 of the 2006 FBR Capital Markets Corporation Long-Term Incentive Plan (the “Plan”). The RSU Award covers RSUs. Each RSU represents the right to receive one share of the common stock of FBR Capital Corporation (“FBRCM” or the “Company”), subject to the terms and conditions set forth herein and in the Plan.
TRADEMARK AND COPYRIGHT ASSIGNMENTFBR Capital Markets Corp • May 19th, 2009 • Security brokers, dealers & flotation companies
THIS TRADEMARK AND COPYRIGHT ASSIGNMENT (this “Assignment”) is dated as of May __, 2009, and is by and between FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.), a corporation organized under the laws of the Commonwealth of Virginia (“Assignor”), and FBR CAPITAL MARKETS CORPORATION, a corporation organized under the laws of the Commonwealth of Virginia (“Assignee”). Assignor and Assignee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
DEED OF LEASE 1300 N. 17TH STREET, L.P., a Delaware limited partnership Landlord and FBR CAPITAL MARKETS & CO., a Delaware corporation Tenant Suites 250, 1300 and 1400 1300 N. 17th Street Arlington, Virginia November 15, 2013Deed of Lease • November 20th, 2013 • FBR & Co. • Security brokers, dealers & flotation companies
THIS DEED OF LEASE (this “Lease”) is made as of November 15, 2013 (the “Effective Date”), between 1300 N. 17TH STREET, L.P., a Delaware limited partnership (“Landlord”), and FBR CAPITAL MARKETS & CO. , a Delaware corporation (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2009 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 26, 2009, by and between FBR Capital Markets Corporation, a Virginia corporation (together with any successor entity thereto, the “Company”), and Friedman, Billings, Ramsey Group, Inc., a Virginia corporation (“Group”).
DIRECTOR AGREEMENTDirector Agreement • December 22nd, 2008 • FBR Capital Markets Corp • Security brokers, dealers & flotation companies • Virginia
This DIRECTOR AGREEMENT (this “Agreement ”), dated as of December 21, 2008, is hereby entered into by and between FBR Capital Markets Corporation, a Virginia corporation with its principal place of business at 1001 19th Street North, Arlington, VA 22909 (the “Company ”), and Eric F. Billings, an individual residing at the address set forth on the signature page hereof (the “Director ”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2006 • FBR Capital Markets Corp • New York
This Agreement is made pursuant to the terms of that certain Investment Agreement, dated as of July 19, 2006, by and among the Company and the Crestview Holders (the “Investment Agreement”) pursuant to which, among other things, the Crestview Holders have agreed to purchase, and the Company has agreed to sell, in a direct private placement, an aggregate of 5,172,813 shares of the Company’s common stock (together with such additional shares of the Company’s common stock that the Crestview Holders may purchase, including upon exercise of stock options granted, in accordance with the terms and conditions of the Investment Agreement or through a private purchase under Rule 144A or another available exemption from the registration requirements of the Securities Act, the “Crestview Shares”). In order to induce Crestview to enter into the Investment Agreement and to purchase the Crestview Shares in accordance with the terms thereof, the Company has agreed to provide the Crestview Holders with
GUARANTY OF LEASEGuaranty of Lease • November 20th, 2013 • FBR & Co. • Security brokers, dealers & flotation companies
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 4th, 2016 • FBR & Co. • Security brokers, dealers & flotation companies • Virginia
THIS CONSULTING SERVICES AGREEMENT (as amended, modified and in effect from time to time, this “Agreement”) is entered into as of November 1, 2016, by and between FBR & Co. (“FBR”), a Virginia corporation having its principal offices at 1300 North 17th Street, Arlington, VA, 22209, and James Neuhauser (“Consultant”) of 1854 Biltmore Street, NW, Washington, DC 20009.
