THIRD AMENDED AND RESTATED VOTING AGREEMENT
THIRD
AMENDED AND RESTATED VOTING AGREEMENT
This
THIRD AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made as of
March 20, 2008, by and among XXXXXXX X. XXXXX & COMPANY, a Nebraska
Corporation (“Xxxxx Co.”), and XXXXXXX X. XXXXX, individually (collectively with
Xxxxx Co., the “Xxxxx Advisors”), REDWOOD TRUST, INC., a Maryland corporation
(“Redwood”), and Xxxxxx X. Xxxx, III (“Bull”). Unless otherwise
defined herein, capitalized terms used herein have the meanings given to them in
the charter of Redwood (the “Charter”). The term “the Xxxxx Advisor
Persons” shall mean the Xxxxx Advisors and any Person for whose benefit the
Xxxxx Advisors Beneficially Own shares of Capital Stock, whether by virtue of an
investment advisory relationship between the Xxxxx Advisors and such Person, or
otherwise, and any Affiliate or Associate (as such terms are defined in Section
3-601 of the Maryland General Corporation Law, or any successor provision) of
any of the Xxxxx Advisor Persons.
WITNESSETH:
WHEREAS,
the Charter limits Beneficial Ownership of Capital Stock by any Person to 9.8%
in number of shares or value, of each class of outstanding Capital Stock;
and
WHEREAS,
Redwood has previously granted waivers (collectively, the “Waiver”) to the Xxxxx
Advisors to purchase up to a maximum of 6,004,214 shares of Capital Stock
without violating the Ownership Limit pursuant to the Second Amended and
Restated Voting Agreement among the Xxxxx Advisors, Bull, and Xxxxxxx X. Xxxxxx,
dated October 12, 2005, as amended to date (the “Second Amended and Restated
Voting Agreement”); and
WHEREAS,
Redwood and the Xxxxx Advisors desire to amend and restate the Second Amended
and Restated Voting Agreement in its entirety with this Agreement;
NOW,
THEREFORE, in consideration of the foregoing premises and of the mutual
covenants and agreements contained in this Agreement, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Amendment and Restatement;
Term. This Agreement amends and restates the Second Amended
and Restated Voting Agreement in its entirety, effective as of the date first
set forth above. Unless terminated earlier as provided herein, this
Agreement shall continue for so long as the Waiver is in effect.
2. Aggregate Number of Shares
Subject to Waiver. The parties hereto confirm that, pursuant
to the Waiver granted by the Board of Directors and subject to compliance by the
Xxxxx Advisor Persons with the terms of this Agreement, the Xxxxx Advisor
Persons are permitted to Beneficially Own an aggregate of up to 6,004,214 shares
of Common Stock without violating the Ownership Limit.
3. Representations and
Warranties. The Xxxxx Advisors hereby represent and warrant to
Redwood that:
(a) Xxxxx
Co. has the corporate power to enter into this Agreement and to perform its
obligations hereunder. The Xxxxx Advisors have the power to vote the
shares of Common Stock Beneficially Owned by other Xxxxx Advisor Persons and has
taken, or caused to be taken, or will from time to time take, or cause to be
taken, all actions necessary to effect the assignment of all voting rights with
respect to the Excess Shares (as defined below) pursuant to the directed proxy
provided for under this Agreement.
(b) Each
of the execution, delivery, and performance of this Agreement by Xxxxx Co. has
been duly authorized by all necessary corporate action of Xxxxx
Co. All entities advised by the Xxxxx Advisors that hold shares of
Common Stock Beneficially Owned by the Xxxxx Advisors qualify as look through
entities for purposes of applying the share ownership tests applicable to real
estate investment trusts under the Internal Revenue Code, and to the knowledge
of the Xxxxx Advisors, no Xxxxx Advisor Person is a Significant Stockholder of
Redwood or is related to or controlled by a Significant Stockholder of
Redwood. A Significant Stockholder of Redwood is any Person
identified on Exhibit
B.
4. Transfer of Voting Rights;
Adjustments to Excess Shares. The Xxxxx Advisors, upon
execution of this Agreement and subject to the terms hereof, on behalf of the
Xxxxx Advisors and any other Xxxxx Advisor Persons, hereby grants to Bull all of
the voting rights for any Excess Shares held by the Xxxxx Advisors or any other
Xxxxx Advisor Persons. For purposes of this Agreement, “Excess
Shares” shall mean as of an applicable date (i) the number of shares of
Common Stock Beneficially Owned by the Xxxxx Advisor Persons in the aggregate
less (ii) 9.8% of the total number of shares of Common Stock outstanding as
of such date.
5. Appointment of Proxies;
Mirror Voting. To carry out the transfer of voting rights
pursuant to Section 4, the Xxxxx Advisors are executing and delivering a proxy
in the form attached as Exhibit A hereto
concurrently with the execution and delivery of this Agreement. The
Xxxxx Advisors will cause any other Xxxxx Advisor Person that acquires Excess
Shares to execute an irrevocable proxy substantially in the form attached as
Exhibit A
hereto, appointing Bull, as proxy for the holders of such Excess Shares
effective upon the acquisition thereof. The Xxxxx Advisors and any
other Xxxxx Advisor Person shall execute a replacement proxy upon request by
Redwood. The Xxxxx Advisors shall forward a copy of all proxy cards
received by them or any person advised by them for the voting of such Excess
Shares as they are received and no later than five business days after receipt
of all such cards necessary for such Excess Shares to be voted at any meeting
(or action by written consent). Bull shall have the full power to
exercise such proxies and otherwise vote the Excess Shares through any method
legally permitted, provided, however, that Bull agrees to cast the votes
entitled to be cast by holders of the Excess Shares on each matter or action to
be voted on in the same proportion of votes for or against any matter or action,
or withheld as to any matter or action, as the proportion voted for or against
any such matter or action, or withheld as to any such matter or action, by all
stockholders excluding the Xxxxx Advisor Persons.
6. Excess Shares Held
Beneficially But Not of Record. In connection with the
exercise of voting rights pursuant to Section 5 above, the Xxxxx Advisors
covenant and agree that they will obtain, and will cause any other Xxxxx Advisor
Person to obtain, all proxies from record holders of Excess Shares necessary
from time to time to give effect to the irrevocable proxies granted pursuant to
Section 5 hereof. The Xxxxx Advisors further covenant and agree that,
not later than the later of (a) five business days after public
announcement by Redwood of a record date for the determination of stockholders
entitled to vote at a meeting of stockholders (or act by written consent) or
(b) five business days after any such record date, the Xxxxx Advisors will
provide to Redwood written accounting of all shares of Capital Stock
Beneficially Owned by the Xxxxx Advisor Persons as of such record
date.
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7. Notification of Share
Purchases; Outstanding Shares; Requests for Information.
(a) The
Xxxxx Advisors shall notify Redwood, in writing, of all purchases of outstanding
shares of Capital Stock by them or any other Xxxxx Advisor Person within ten
business days after the end of each month. The Xxxxx Advisors shall
send via telefax or electronic mail copies of all trade confirmations for such
purchases with the monthly written notifications of purchase.
(b) The
number of shares of each class and series of Capital Stock indicated as
outstanding as of a record date in the Redwood proxy statement for any annual or
special meeting of Redwood stockholders shall be definitive for purposes of any
determination under this Agreement of outstanding shares of Capital
Stock. The number of shares of each class and series of Capital Stock
indicated as outstanding and Beneficially Owned by the Xxxxx Advisor Persons as
of a record date in the Redwood proxy statement for any annual or special
meeting of Redwood stockholders shall be definitive for purposes of any
determination under this Agreement of outstanding shares of Capital Stock
Beneficially Owned by the Xxxxx Advisor Persons, subject to any Beneficial
Ownership information provided to Redwood by the Xxxxx Advisor Persons
subsequent to the date of any such proxy statement in accordance with this
Agreement and verified by Redwood.
(c) Upon
request by Redwood from time to time, the Xxxxx Advisors shall provide to
Redwood updated information regarding whether any Xxxxx Advisor Person is, or is
related to, a Significant Stockholder.
8. Proxy Coupled with
Interest. THE PARTIES HERETO ACKNOWLEDGE THAT THE DIRECTED
PROXY GRANTED HEREBY IS COUPLED WITH AN INTEREST AND IS
IRREVOCABLE.
9. Rights of
Stockholders. The Xxxxx Advisor Persons shall retain all
rights, other than the voting rights, attributable to the Excess
Shares. The custodian for the Xxxxx Advisor Persons shall retain
physical possession of all stock certificates.
10. Transfer of Excess Shares to
Third Parties. The directed proxy for any Excess Shares shall
terminate upon and to the extent of the bona fide transfer of such Excess Shares
from the Xxxxx Advisor Persons to a third party who is not a Xxxxx Advisor
Person. For purposes of this Agreement, all transfers of shares of
Capital Stock by the Xxxxx Advisor Persons to a third party shall be deemed to
be transfers of Excess Shares, up to the number of Excess Shares existing on the
date of transfer. The directed proxy will continue to be effective
with respect to any remaining or new Excess Shares purchased in the future until
the termination or expiration of this Agreement.
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11. Termination of Agreement
Prior to Termination Date. In the event that Bull ceases to be
employed by Redwood and ceases to serve on the Board of Directors, the transfer
of voting rights and the appointment of proxies for the Excess Shares shall
terminate immediately, the voting power with respect to the Excess Shares shall
revert to the Beneficial Owner(s) of the Excess Shares and this Voting Agreement
shall immediately terminate; provided, however, that, subject to Section 12,
such reversion and termination shall not make invalid the prior waivers by the
Board of Directors of the Ownership Limit or in any way cause the Excess Shares
existing on the date of termination to become subject to Article XI of the
Charter while Beneficially Owned by any Xxxxx Person; and provided further, that
no additional purchases of Capital Stock by any Xxxxx Person after the date of
termination shall be covered by the Waiver.
12. Termination of
Waiver. In the event that (a) any Xxxxx Advisor Person
makes any filing with the Securities and Exchange Commission with respect to
shares of Capital Stock to the effect that such shares were not acquired in the
ordinary course of business and were acquired for the purpose of changing or
influencing the control of Redwood or in connection with or as a participant in
any transaction having such purposes or effect, (b) any Xxxxx Advisor
Person is determined, in the sole discretion of the Board of Directors of
Redwood, to have acquired or to be acquiring, shares of Capital Stock for the
purposes set forth in (a) above or to be acting in concert with any Person
acquiring shares of Capital Stock for the purposes set forth in (a) above, or
(c) any the Xxxxx Advisors Person is determined to own (actually or
beneficially) other shares of Capital Stock (in addition to those Beneficially
Owned by it through the Xxxxx Advisors) such that the 9.8% stockholder limit is
exceeded with respect to such Xxxxx Advisor Person (taking into account such
other shares and any shares Beneficially Owned by such Xxxxx Advisor Person
through the Xxxxx Advisors), Redwood may, but need not, deliver notice of such
event or determination to the Xxxxx Advisors. In the event that such
notice is delivered, effective as of five business days after delivery of such
notice and without any further action of the parties hereto, the Waiver shall be
without any further force and effect, and all shares of Common Stock
Beneficially Owned by the Xxxxx Advisor Persons shall be subject to the
restrictions on Beneficial Ownership set forth in the Charter as if purchased as
of such time.
13. Agreement. A
duplicate of this Agreement, and of any amendment or extension hereof, shall be
filed with the Secretary of Redwood and shall be open to inspection by any
stockholder of Redwood.
14. Notices. All
notices may be made by mail (regular first-class, registered or certified) or by
fax, to the addresses and fax numbers set forth below:
If to
Redwood Trust, Inc.:
Redwood
Trust, Inc.
Xxx
Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Secretary
(000)
000-0000
(000)
000-0000 (fax)
4
With a
copy to:
Xxxxxxx
X. Xxxx
Xxxxxx
& Xxxxxxx LLP
000
Xxxxxxxxxx Xxxxxx
Xxxxx
0000
Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000-0000
(000)
000-0000
(000)
000-0000 (fax)
If to the
Xxxxx Advisors:
Xxxxxxx
X. Xxxxx & Company
0000
Xxxxx 000xx Xxxxxx,
Xxxxx 000
Attention: General
Counsel
(000)
000-0000
(000)
000-0000 (fax)
15. Binding Nature of Agreement;
No Assignment; Amendments in Writing. This Agreement shall be
binding upon and inure to the benefit of the parties hereto. No party
shall sell, assign, transfer or encumber such party’s rights or obligations
under this Agreement without the prior written consent of the other parties
hereto, except to the extent expressly permitted in this
Agreement. This Agreement may be amended only in writing executed by
all of the parties hereto.
16. Counterparts. This
Agreement may be executed simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original and such counterparts shall
constitute but one and the same instrument.
17. Severability of
Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be held invalid for any reason
whatsoever, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
18. Governing
Law. This Agreement shall be construed in accordance with the
laws of the State of Maryland and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the date first written above.
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XXXXXXX
X. XXXXX & COMPANY
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By:
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/s/ Xxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxx | ||
| Title: | President | ||
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/s/ Xxxxxxx X. Xxxxx
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XXXXXXX
X. XXXXX
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REDWOOD
TRUST, INC.
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By:
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/s/ Xxxxxx X. Xxxx, III | ||
| Name: | |||
| Title: | |||
| Agreed and accepted: | ||
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/s/ Xxxxxx X. Xxxx, III
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Xxxxxx
X. Xxxx, III
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/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx
X. Xxxxxx
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IRREVOCABLE DIRECTED
PROXY
This
proxy is given pursuant to that certain Third Amended and Restated Voting
Agreement, made as of March 20, 2008 (the “Agreement”), by and among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation, and XXXXXXX X. XXXXX, individually,
and REDWOOD TRUST, INC., a Maryland corporation (“Redwood”).
The
undersigned stockholders of Redwood do hereby constitute and appoint Xxxxxx X.
Xxxx, IIII as proxy at any annual or special meeting of stockholders of Redwood,
or any of them, as proxy for the undersigned (the “Proxy”), with full power of
substitution in each of them, to attend any meeting of stockholders of Redwood,
and any adjournment or postponement thereof, to cast on behalf of the
undersigned in the manner provided in and otherwise in accordance with the
Agreement all votes that the undersigned is entitled to cast at such meeting (or
by written consent in lieu of any such meeting) with respect to Excess Shares
(as defined in the Agreement) and otherwise to represent the undersigned with
respect to Excess Shares at the meeting with all powers possessed by the
undersigned with respect to Excess Shares if personally present at the
meeting.
The
undersigned hereby acknowledge that all prior proxies with respect to Excess
Shares have terminated, affirm that this proxy is coupled with an interest and
is irrevocable pursuant to the terms of the Agreement and confirm all that the
Proxy may lawfully do or cause to be done by virtue hereof and in accordance
with the Agreement. This proxy shall remain in full force and effect
for the term of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy under seal
as of this 20th day of March, 2008.
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WITNESS:
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STOCKHOLDERS:
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/s/ Xxxx
Xxxxxxxx
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Xxxxx
Research Fund, L.P.
By: Xxxxx
General Partner, LLC
By: /s/ Xxxxxxx X.
Xxxxx
Title: Managing
Member
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IRREVOCABLE DIRECTED
PROXY
This
proxy is given pursuant to that certain Third Amended and Restated Voting
Agreement, made as of March 20, 2008 (the “Agreement”), by and among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation, and XXXXXXX X. XXXXX, individually,
and REDWOOD TRUST, INC., a Maryland corporation (“Redwood”).
The
undersigned stockholders of Redwood do hereby constitute and appoint Xxxxxx X.
Xxxx, IIII as proxy at any annual or special meeting of stockholders of Redwood,
or any of them, as proxy for the undersigned (the “Proxy”), with full power of
substitution in each of them, to attend any meeting of stockholders of Redwood,
and any adjournment or postponement thereof, to cast on behalf of the
undersigned in the manner provided in and otherwise in accordance with the
Agreement all votes that the undersigned is entitled to cast at such meeting (or
by written consent in lieu of any such meeting) with respect to Excess Shares
(as defined in the Agreement) and otherwise to represent the undersigned with
respect to Excess Shares at the meeting with all powers possessed by the
undersigned with respect to Excess Shares if personally present at the
meeting.
The
undersigned hereby acknowledge that all prior proxies with respect to Excess
Shares have terminated, affirm that this proxy is coupled with an interest and
is irrevocable pursuant to the terms of the Agreement and confirm all that the
Proxy may lawfully do or cause to be done by virtue hereof and in accordance
with the Agreement. This proxy shall remain in full force and effect
for the term of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy under seal
as of this 20th day of March, 2008.
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WITNESS:
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STOCKHOLDERS:
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/s/ Xxxx
Xxxxxxxx
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Children’s
Hospital Foundation
By: Xxxxxxx
X. Xxxxx & Company
By: /s/ Xxxxxxx X.
Xxxxx
Title: President
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IRREVOCABLE DIRECTED
PROXY
This
proxy is given pursuant to that certain Third Amended and Restated Voting
Agreement, made as of March 20, 2008 (the “Agreement”), by and among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation, and XXXXXXX X. XXXXX, individually,
and REDWOOD TRUST, INC., a Maryland corporation (“Redwood”).
The
undersigned stockholders of Redwood do hereby constitute and appoint Xxxxxx X.
Xxxx, IIII as proxy at any annual or special meeting of stockholders of Redwood,
or any of them, as proxy for the undersigned (the “Proxy”), with full power of
substitution in each of them, to attend any meeting of stockholders of Redwood,
and any adjournment or postponement thereof, to cast on behalf of the
undersigned in the manner provided in and otherwise in accordance with the
Agreement all votes that the undersigned is entitled to cast at such meeting (or
by written consent in lieu of any such meeting) with respect to Excess Shares
(as defined in the Agreement) and otherwise to represent the undersigned with
respect to Excess Shares at the meeting with all powers possessed by the
undersigned with respect to Excess Shares if personally present at the
meeting.
The
undersigned hereby acknowledge that all prior proxies with respect to Excess
Shares have terminated, affirm that this proxy is coupled with an interest and
is irrevocable pursuant to the terms of the Agreement and confirm all that the
Proxy may lawfully do or cause to be done by virtue hereof and in accordance
with the Agreement. This proxy shall remain in full force and effect
for the term of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy under seal
as of this 20th day of March, 2008.
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WITNESS:
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STOCKHOLDERS:
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/s/ Xxxx
Xxxxxxxx
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Xxxxxx-Xxxxx
Limited Partnership
By: /s/ Xxxxxxx X.
Xxxxx
Title: General
Partner
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IRREVOCABLE DIRECTED
PROXY
This
proxy is given pursuant to that certain Third Amended and Restated Voting
Agreement, made as of March 20, 2008 (the “Agreement”), by and among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation, and XXXXXXX X. XXXXX, individually,
and REDWOOD TRUST, INC., a Maryland corporation (“Redwood”).
The
undersigned stockholders of Redwood do hereby constitute and appoint Xxxxxx X.
Xxxx, IIII as proxy at any annual or special meeting of stockholders of Redwood,
or any of them, as proxy for the undersigned (the “Proxy”), with full power of
substitution in each of them, to attend any meeting of stockholders of Redwood,
and any adjournment or postponement thereof, to cast on behalf of the
undersigned in the manner provided in and otherwise in accordance with the
Agreement all votes that the undersigned is entitled to cast at such meeting (or
by written consent in lieu of any such meeting) with respect to Excess Shares
(as defined in the Agreement) and otherwise to represent the undersigned with
respect to Excess Shares at the meeting with all powers possessed by the
undersigned with respect to Excess Shares if personally present at the
meeting.
The
undersigned hereby acknowledge that all prior proxies with respect to Excess
Shares have terminated, affirm that this proxy is coupled with an interest and
is irrevocable pursuant to the terms of the Agreement and confirm all that the
Proxy may lawfully do or cause to be done by virtue hereof and in accordance
with the Agreement. This proxy shall remain in full force and effect
for the term of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy under seal
as of this 20th day of March, 2008.
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WITNESS:
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STOCKHOLDERS:
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/s/ Xxxx
Xxxxxxxx
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The
Xxxxx Funds – Short-Intermediate Income Fund
By: /s/ Xxxxxxx X.
Xxxxx
Title:
President
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IRREVOCABLE DIRECTED
PROXY
This
proxy is given pursuant to that certain Third Amended and Restated Voting
Agreement, made as of March 20, 2008 (the “Agreement”), by and among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation, and XXXXXXX X. XXXXX, individually,
and REDWOOD TRUST, INC., a Maryland corporation (“Redwood”).
The
undersigned stockholders of Redwood do hereby constitute and appoint Xxxxxx X.
Xxxx, IIII as proxy at any annual or special meeting of stockholders of Redwood,
or any of them, as proxy for the undersigned (the “Proxy”), with full power of
substitution in each of them, to attend any meeting of stockholders of Redwood,
and any adjournment or postponement thereof, to cast on behalf of the
undersigned in the manner provided in and otherwise in accordance with the
Agreement all votes that the undersigned is entitled to cast at such meeting (or
by written consent in lieu of any such meeting) with respect to Excess Shares
(as defined in the Agreement) and otherwise to represent the undersigned with
respect to Excess Shares at the meeting with all powers possessed by the
undersigned with respect to Excess Shares if personally present at the
meeting.
The
undersigned hereby acknowledge that all prior proxies with respect to Excess
Shares have terminated, affirm that this proxy is coupled with an interest and
is irrevocable pursuant to the terms of the Agreement and confirm all that the
Proxy may lawfully do or cause to be done by virtue hereof and in accordance
with the Agreement. This proxy shall remain in full force and effect
for the term of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy under seal
as of this 20th day of March, 2008.
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WITNESS:
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STOCKHOLDERS:
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/s/ Xxxx
Xxxxxxxx
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The
Xxxxx Funds – Partners III Opportunity Fund
By: /s/ Xxxxxxx X.
Xxxxx
Title: President
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IRREVOCABLE DIRECTED
PROXY
This
proxy is given pursuant to that certain Third Amended and Restated Voting
Agreement, made as of March 20, 2008 (the “Agreement”), by and among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation, and XXXXXXX X. XXXXX, individually,
and REDWOOD TRUST, INC., a Maryland corporation (“Redwood”).
The
undersigned stockholders of Redwood do hereby constitute and appoint Xxxxxx X.
Xxxx, IIII as proxy at any annual or special meeting of stockholders of Redwood,
or any of them, as proxy for the undersigned (the “Proxy”), with full power of
substitution in each of them, to attend any meeting of stockholders of Redwood,
and any adjournment or postponement thereof, to cast on behalf of the
undersigned in the manner provided in and otherwise in accordance with the
Agreement all votes that the undersigned is entitled to cast at such meeting (or
by written consent in lieu of any such meeting) with respect to Excess Shares
(as defined in the Agreement) and otherwise to represent the undersigned with
respect to Excess Shares at the meeting with all powers possessed by the
undersigned with respect to Excess Shares if personally present at the
meeting.
The
undersigned hereby acknowledge that all prior proxies with respect to Excess
Shares have terminated, affirm that this proxy is coupled with an interest and
is irrevocable pursuant to the terms of the Agreement and confirm all that the
Proxy may lawfully do or cause to be done by virtue hereof and in accordance
with the Agreement. This proxy shall remain in full force and effect
for the term of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy under seal
as of this 20th day of March, 2008.
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WITNESS:
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STOCKHOLDERS:
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/s/ Xxxx
Xxxxxxxx
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The
Xxxxx Funds – Balanced Fund
By: /s/ Xxxxxxx X.
Xxxxx
Title: President
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IRREVOCABLE DIRECTED
PROXY
This
proxy is given pursuant to that certain Third Amended and Restated Voting
Agreement, made as of March 20, 2008 (the “Agreement”), by and among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation, and XXXXXXX X. XXXXX, individually,
and REDWOOD TRUST, INC., a Maryland corporation (“Redwood”).
The
undersigned stockholders of Redwood do hereby constitute and appoint Xxxxxx X.
Xxxx, IIII as proxy at any annual or special meeting of stockholders of Redwood,
or any of them, as proxy for the undersigned (the “Proxy”), with full power of
substitution in each of them, to attend any meeting of stockholders of Redwood,
and any adjournment or postponement thereof, to cast on behalf of the
undersigned in the manner provided in and otherwise in accordance with the
Agreement all votes that the undersigned is entitled to cast at such meeting (or
by written consent in lieu of any such meeting) with respect to Excess Shares
(as defined in the Agreement) and otherwise to represent the undersigned with
respect to Excess Shares at the meeting with all powers possessed by the
undersigned with respect to Excess Shares if personally present at the
meeting.
The
undersigned hereby acknowledge that all prior proxies with respect to Excess
Shares have terminated, affirm that this proxy is coupled with an interest and
is irrevocable pursuant to the terms of the Agreement and confirm all that the
Proxy may lawfully do or cause to be done by virtue hereof and in accordance
with the Agreement. This proxy shall remain in full force and effect
for the term of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy under seal
as of this 20th day of March, 2008.
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WITNESS:
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STOCKHOLDERS:
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/s/ Xxxx
Xxxxxxxx
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The
Xxxxx Funds – Hickory Fund
By: /s/ Xxxxxxx X.
Xxxxx
Title: President
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IRREVOCABLE DIRECTED
PROXY
This
proxy is given pursuant to that certain Third Amended and Restated Voting
Agreement, made as of March 20, 2008 (the “Agreement”), by and among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation, and XXXXXXX X. XXXXX, individually,
and REDWOOD TRUST, INC., a Maryland corporation (“Redwood”).
The
undersigned stockholders of Redwood do hereby constitute and appoint Xxxxxx X.
Xxxx, IIII as proxy at any annual or special meeting of stockholders of Redwood,
or any of them, as proxy for the undersigned (the “Proxy”), with full power of
substitution in each of them, to attend any meeting of stockholders of Redwood,
and any adjournment or postponement thereof, to cast on behalf of the
undersigned in the manner provided in and otherwise in accordance with the
Agreement all votes that the undersigned is entitled to cast at such meeting (or
by written consent in lieu of any such meeting) with respect to Excess Shares
(as defined in the Agreement) and otherwise to represent the undersigned with
respect to Excess Shares at the meeting with all powers possessed by the
undersigned with respect to Excess Shares if personally present at the
meeting.
The
undersigned hereby acknowledge that all prior proxies with respect to Excess
Shares have terminated, affirm that this proxy is coupled with an interest and
is irrevocable pursuant to the terms of the Agreement and confirm all that the
Proxy may lawfully do or cause to be done by virtue hereof and in accordance
with the Agreement. This proxy shall remain in full force and effect
for the term of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy under seal
as of this 20th day of March, 2008.
|
WITNESS:
|
STOCKHOLDERS:
|
|
/s/ Xxxx
Xxxxxxxx
|
The
Xxxxx Funds – Partners Value Fund
By: /s/ Xxxxxxx X.
Xxxxx
Title: President
|
IRREVOCABLE DIRECTED
PROXY
This
proxy is given pursuant to that certain Third Amended and Restated Voting
Agreement, made as of March 20, 2008 (the “Agreement”), by and among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation, and XXXXXXX X. XXXXX, individually,
and REDWOOD TRUST, INC., a Maryland corporation (“Redwood”).
The
undersigned stockholders of Redwood do hereby constitute and appoint Xxxxxx X.
Xxxx, IIII as proxy at any annual or special meeting of stockholders of Redwood,
or any of them, as proxy for the undersigned (the “Proxy”), with full power of
substitution in each of them, to attend any meeting of stockholders of Redwood,
and any adjournment or postponement thereof, to cast on behalf of the
undersigned in the manner provided in and otherwise in accordance with the
Agreement all votes that the undersigned is entitled to cast at such meeting (or
by written consent in lieu of any such meeting) with respect to Excess Shares
(as defined in the Agreement) and otherwise to represent the undersigned with
respect to Excess Shares at the meeting with all powers possessed by the
undersigned with respect to Excess Shares if personally present at the
meeting.
The
undersigned hereby acknowledge that all prior proxies with respect to Excess
Shares have terminated, affirm that this proxy is coupled with an interest and
is irrevocable pursuant to the terms of the Agreement and confirm all that the
Proxy may lawfully do or cause to be done by virtue hereof and in accordance
with the Agreement. This proxy shall remain in full force and effect
for the term of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy under seal
as of this 20th day of March, 2008.
|
WITNESS:
|
STOCKHOLDERS:
|
|
/s/ Xxxx
Xxxxxxxx
|
The
Xxxxx Funds – Value Fund
By: /s/ Xxxxxxx X.
Xxxxx
Title: President
|
IRREVOCABLE DIRECTED
PROXY
This
proxy is given pursuant to that certain Third Amended and Restated Voting
Agreement, made as of March 20, 2008 (the “Agreement”), by and among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation, and XXXXXXX X. XXXXX, individually,
and REDWOOD TRUST, INC., a Maryland corporation (“Redwood”).
The
undersigned stockholders of Redwood do hereby constitute and appoint Xxxxxx X.
Xxxx, IIII as proxy at any annual or special meeting of stockholders of Redwood,
or any of them, as proxy for the undersigned (the “Proxy”), with full power of
substitution in each of them, to attend any meeting of stockholders of Redwood,
and any adjournment or postponement thereof, to cast on behalf of the
undersigned in the manner provided in and otherwise in accordance with the
Agreement all votes that the undersigned is entitled to cast at such meeting (or
by written consent in lieu of any such meeting) with respect to Excess Shares
(as defined in the Agreement) and otherwise to represent the undersigned with
respect to Excess Shares at the meeting with all powers possessed by the
undersigned with respect to Excess Shares if personally present at the
meeting.
The
undersigned hereby acknowledge that all prior proxies with respect to Excess
Shares have terminated, affirm that this proxy is coupled with an interest and
is irrevocable pursuant to the terms of the Agreement and confirm all that the
Proxy may lawfully do or cause to be done by virtue hereof and in accordance
with the Agreement. This proxy shall remain in full force and effect
for the term of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy under seal
as of this 20th day of March, 2008.
|
WITNESS:
|
STOCKHOLDERS:
|
|
/s/ Xxxx
Xxxxxxxx
|
Xxxxxxx
X. Xxxxx & Company
By: /s/ Xxxxxxx X.
Xxxxx
Title: President
|
IRREVOCABLE DIRECTED
PROXY
This
proxy is given pursuant to that certain Third Amended and Restated Voting
Agreement, made as of March 20, 2008 (the “Agreement”), by and among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation, and XXXXXXX X. XXXXX, individually,
and REDWOOD TRUST, INC., a Maryland corporation (“Redwood”).
The
undersigned stockholders of Redwood do hereby constitute and appoint Xxxxxx X.
Xxxx, IIII as proxy at any annual or special meeting of stockholders of Redwood,
or any of them, as proxy for the undersigned (the “Proxy”), with full power of
substitution in each of them, to attend any meeting of stockholders of Redwood,
and any adjournment or postponement thereof, to cast on behalf of the
undersigned in the manner provided in and otherwise in accordance with the
Agreement all votes that the undersigned is entitled to cast at such meeting (or
by written consent in lieu of any such meeting) with respect to Excess Shares
(as defined in the Agreement) and otherwise to represent the undersigned with
respect to Excess Shares at the meeting with all powers possessed by the
undersigned with respect to Excess Shares if personally present at the
meeting.
The
undersigned hereby acknowledge that all prior proxies with respect to Excess
Shares have terminated, affirm that this proxy is coupled with an interest and
is irrevocable pursuant to the terms of the Agreement and confirm all that the
Proxy may lawfully do or cause to be done by virtue hereof and in accordance
with the Agreement. This proxy shall remain in full force and effect
for the term of the Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy under seal
as of this 20th day of March, 2008.
|
WITNESS:
|
STOCKHOLDERS:
|
|
/s/ Xxxx
Xxxxxxxx
|
Xxxxxxx
X. Xxxxx
By: /s/ Xxxxxxx X.
Xxxxx
|
