0001193125-06-153825 Sample Contracts

SERVICES AGREEMENT by and between FBR CAPITAL MARKETS CORPORATION and FREIDMAN, BILLINGS, RAMSEY GROUP, INC. Dated as of July 20, 2006
Services Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • 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”).

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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, 2006
Voting Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • 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“).

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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, 2006
Governance Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • 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”).

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FBR CAPITAL MARKETS CORPORATION Incentive Stock Option Agreement
Incentive Stock Option Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • 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.

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CORPORATE AGREEMENT by and between FBR CAPITAL MARKETS CORPORATION and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. dated as of July 20, 2006
Corporate Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • 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”).

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PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts

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”).

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CONTRIBUTION AGREEMENT by and between FBR TRS HOLDINGS, INC. and FBR CAPITAL MARKETS CORPORATION dated as of July 20, 2006
Contribution Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • 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”).

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TAX SHARING AGREEMENT by and between FBR TRS HOLDINGS, INC. and FBR CAPITAL MARKETS CORPORATION dated as of July 20, 2006
Tax Sharing Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • 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”).

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TRADEMARK LICENSE AGREEMENT by and between FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. and FBR CAPITAL MARKETS CORPORATION dated as of July 20, 2006
Trademark License Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • 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”).

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INVESTMENT AGREEMENT by and among FOREST HOLDINGS LLC FOREST HOLDINGS (ERISA) LLC and FBR CAPITAL MARKETS CORPORATION Dated as of July 19, 2006
Investment Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • 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”).

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MANAGEMENT SERVICES AGREEMENT by and between FRIEDMAN, BILLINGS RAMSEY GROUP, INC. and FBR CAPITAL MARKETS CORPORATION dated as of July 20, 2006
Management Services Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • 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”).

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FBR CAPITAL MARKETS CORPORATION Stock Option Agreement
Stock Option Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of the __ day of _______, 2006, between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (the “Company”), and ___________________ (“Participant”), is made pursuant and subject to the provisions of the Company’s 2006 Long-Term Incentive Plan (the “Plan”), a copy of which has been made available to Participant

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • 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

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