0000950134-05-023079 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 13th, 2005 • Matrix Bancorp Inc • Mortgage bankers & loan correspondents • Virginia

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 9, 2005, by and among Matrix Bancorp, Inc., a Colorado corporation (the “Company”), on the one hand, and Friedman, Billings, Ramsey & Co., Inc., a Colorado corporation (“FBR”), for the benefit of the Holders (as hereinafter defined), on the other hand.

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AMENDED AND RESTATED TENDERING STOCKHOLDERS AGREEMENT
Tendering Stockholders Agreement • December 13th, 2005 • Matrix Bancorp Inc • Mortgage bankers & loan correspondents • Colorado

This Amended and Restated Tendering Stockholder Agreement (the “Agreement”) dated as of December 2, 2005, is entered into by and between Matrix Bancorp, Inc., a Colorado corporation (the “Company”), and Columbia Management Advisors, LLC (“Stockholder,” and together with the Company, the “Parties”).

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