Exhibit 10.01
AMENDMENT TO SHAREHOLDERS AGREEMENT, dated as of December 15, 1997 (this
"Amendment"), by and among Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx, W. Xxxxxxx
Xxxxxx, the other persons named on Exhibit A hereto and who may hereafter become
parties to this Amendment (the "Additional Shareholders"), and Friedman,
Billings, Xxxxxx Group, Inc., a Delaware Corporation ("Old FBR").
WITNESSETH:
WHEREAS, Old FBR intends to merge with and into FBR Group, Inc., a Virginia
corporation ("New FBR"), and Friedman, Billings, Xxxxxx Group, Inc., a Virginia
corporation, with New FBR as the survivor (the "Merger"), in which New FBR's
name will be changed to Friedman, Billings, Xxxxxx Group, Inc.; and
WHEREAS, after the Merger, certain shareholders of New FBR intend to make
certain transfers of shares, and New FBR intends to make an initial public
offering of Class A Common Stock, par value $0.01 per share, of New FBR (the
"IPO"); and
WHEREAS, the parties desire to make certain modifications to the
Shareholders Agreement, dated January 1, 1997, by and among Xxxxxxx X. Xxxxxxxx,
Xxxx X. Xxxxxxxx, W. Xxxxxxx Xxxxxx, the Additional Shareholders and Old FBR
(the "Shareholders Agreement") and to confirm the termination of the voting
trust contemplated thereby (the "Old Voting Trust") upon effectiveness of the
Merger.
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Amendment, the parties, intending to
be legally bound, agree as follows:
ARTICLE I
SECTION 1.1. The Shareholders Agreement shall apply following the Merger
to New FBR and to the stock thereof, and references to the "corporation" in the
Shareholders Agreement shall refer to New FBR.
SECTION 1.2. All references in the Shareholders Agreement to the "Voting
Common Stock," "Stock," or "Shares" shall be replaced with "Class B Stock."
SECTION 1.3. The Old Voting Trust will be terminated upon effectiveness of
the Merger.
ARTICLE II
SECTION 2.1. The following is hereby added in the appropriate place in
Section 1 of the Shareholders Agreement:
""Class B Stock" shall mean Class B Common Stock, par value $0.01 per share, of
the Corporation."
""Corporation" shall mean Friedman, Billings, Xxxxxx Group, Inc., a Virginia
corporation (formerly known as FBR Group, Inc.)."
""Immediate Family Member" shall mean with respect to an individual who was a
Shareholder on or before December 15, 1997 only, spouse (including common law
spouse), child (including by adoption and child as to whom the Shareholder (or
the Shareholder's spouse) has legal custody), parent, grandparent, grandchild
(including by adoption), parent-in-law, cousin, aunt, uncle, nephew, niece,
sibling, and sibling-in-law."
""IPO" shall mean an initial public offering of Class A Common Stock, par value
$0.01 per share, of the Corporation."
""Qualifying Trust" shall mean a trust for the benefit of one or more of the
grantor's Immediate Family Members, and/or a Charity, in either event provided
that such trust may be a shareholder of a Subchapter "S" Corporation"
""S Corp Power of Attorney" shall mean a power of attorney substantially in the
form attached hereto as Exhibit B to the Amendment relating to the termination
of New FBR's election under Subchapter S of the Code"
SECTION 2.2. The following is hereby added to the end of Section 2(a) of
the Shareholders Agreement:
"Notwithstanding anything to the contrary in this Agreement, a Shareholder shall
be authorized to make transfers to a Qualifying Trust or an Immediate Family
Member (a "Transferee") so long as (i) such transfer is completed prior to
January 31, 1998, (ii) such Transferee executes a valid and binding S Corp Power
of Attorney, (iii) such Transferee agrees to be bound by all of the terms of
this Shareholders Agreement, and (iv) such Transferee deposits the transferred
Shares to the Voting Trust referred to in Section 3.1 of the Amendment, except
that in the case of a transfer of not more than 1,000,000 Shares in the
aggregate by any of the voting trustees of the Voting Trust, the Transferee
shall not be required to become a party to the Voting Trust Agreement, or to
deposit such transferred Shares in the Voting Trust."
SECTION 2.3. The legend required by Section 15 of the
Shareholders Agreement is deleted in its entirety, and the following legend
inserted in lieu thereof:
"THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THAT CERTAIN
SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 1, 1997, AS AMENDED,
PURSUANT TO WHICH CERTAIN RESTRICTIONS ON THE TRANSFER OF THE
SECURITIES REPRESENTED HEREBY ARE IMPOSED."
SECTION 2.4. The following is hereby added to the end of Section 16 of the
Shareholders Agreement:
"(4) closing of the IPO."
SECTION 2.5. The following is hereby added to the end of Section 17 of the
Shareholders Agreement:
"(d) The Shareholders hereby agree to execute promptly an S Corp Power of
Attorney, or consent to the Voting Trustees under the Voting Trust doing so at
the request of the Board of Directors of New FBR."
SECTION 2.6. Section 19(b) is hereby deleted and replaced in its entirety
by:
"(b) Governing Law. This Agreement shall be governed by the laws of the
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Commonwealth of Virginia, without reference to conflict of laws principles."
ARTICLE III
SECTION 3.1. (a) The Shareholders hereby agree that they shall become a
party to the Voting Trust Agreement attached hereto as Exhibit C and deposit
their Shares in the Voting Trust created thereby (the "Voting Trust")
immediately after the first Shareholders Meeting, or the execution by all
Shareholders of the first unanimous written consent of shareholders of New FBR
following the Merger.
(b) Each Shareholder by execution of this Amendment hereby constitutes and
appoints Xxxx X. Generous and Xxxxxxxx X. Xxxxxxx such individual's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities for the purpose of (i) executing the Voting Trust
Agreement substantially in the form attached hereto as Exhibit C and (ii)
performing each and every act and thing requisite and necessary to be done to
effectuate the performance under the Voting Trust Agreement.
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EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
SHAREHOLDERS
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By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
By: /s/ W. Xxxxxxx Xxxxxx
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Name: W. Xxxxxxx Xxxxxx
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
By: /s/ Xxxxx Xxxxxx Xxxxxx
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Name: Xxxxx Xxxxxx Xxxxxx
By: /s/ Xxxx X. Generous
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Name: Xxxx X. Generous
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
By: /s/ Xxx Germ-Xxxxxx
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Name: Xxx Germ-Xxxxxx
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
By: /s/ J. Rock Xxxxxx, Jr.
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Name: J. Rock Xxxxxx, Jr.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
By: /s/ Xxxx X. Dell'Isola
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Name: Xxxx X. Dell'Isola
By /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxxx
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
FRIEDMAN, BILLINGS, XXXXXX GROUP, INC.,
ATTEST: A DELAWARE CORPORATION
By: /s/ W. Xxxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: W. Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: President and Title: Chairman and Chief
Secretary Executive Officer
