Exhibit 10.18
SAXON CAPITAL ACQUISITION CORPORATION
VOTING AGREEMENT
This Voting Agreement (this "AGREEMENT") is entered into as of July __, 2001
between SAXON CAPITAL ACQUISITION CORPORATION, a Delaware corporation
("COMPANY") and FRIEDMAN, BILLINGS, XXXXXX & CO., INC., a Delaware corporation
("STOCKHOLDER").
RECITALS
WHEREAS, Stockholder and Company executed a purchase agreement on June
29, 2001, whereby Stockholder agreed to purchase as the initial purchaser in
Rule 144A transaction 28,000,000 shares of Company common stock (the "Purchase
Agreement");
WHEREAS, Stockholder retained a number of such shares of Company
common stock and may, in the future, acquire additional shares of Company
common stock;
WHEREAS, Stockholder desires that those shares of Company common stock
(the "Voting Agreement Shares") be subject to this Voting Agreement between the
parties hereto;
WHEREAS, Stockholder desires to grant Company the ability to vote the
Voting Agreement Shares pursuant to the terms and conditions hereof; and
WHEREAS, Company desires the ability to vote the Voting Agreement
Shares pursuant to the terms and conditions hereof.
AGREEMENT
1. VOTING POWERS GRANTED. At any annual or special meeting of
Company and in connection with any other action to be taken by the stockholders
of Company, including actions and/or meetings for the purpose of electing
directors to Company's Board of Directors, (each a "VOTING ACTION"),
Stockholder hereby grants Company the right to vote the Voting Agreement Shares
in the same proportion as the vote of all other holders of Company common stock
for that same Voting Action, and Company hereby agrees to so vote the Voting
Agreement Shares.
2. MANNER OF VOTING. The vote by Company of the Voting Agreement
Shares in accordance with Section 1 hereof may be effected by Company in
person, by proxy, by written consent or in any other manner permitted by
applicable law or Company's bylaws.
3. NO REVOCATION. The voting powers contained herein are coupled
with an interest and may not be revoked during the term of this Agreement.
4. TERM. This Agreement shall commence as of the date first
written above. This Agreement shall terminate:
(a) With respect to any Voting Agreement Shares sold by
Stockholder, on the date such Voting Agreement Shares are sold by Stockholder,
and
(b) In its entirety, upon the first to occur of the following:
(i) The first date on which all Voting Agreement Shares
have been sold by Stockholder; or
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(ii) The first date on which Stockholder notifies Company
that Stockholder and its affiliated entities beneficially
own less then nine percent (9%) of the issued and
outstanding common stock of Company.
5. MISCELLANEOUS.
(a) SUCCESSORS AND ASSIGNS. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
(b) GOVERNING LAW. This Agreement shall be governed,
construed and interpreted in accordance with the laws of the State of
Delaware, without giving effect to principles of conflicts of law.
(c) COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
(d) NOTICES. Any notice permitted by this Agreement shall be
in writing and shall be deemed sufficient upon delivery, when delivered
personally or by overnight courier or sent by telegram or fax, or forty-eight
(48) hours after being deposited in the U.S. mail, as certified or registered
mail, with postage prepaid, addressed to the party to be notified at such
party's address set forth on the signature page hereto, or as subsequently
modified by written notice.
(e) TITLES AND SUBTITLES. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(f) AMENDMENTS AND WAIVERS. Any term hereof may be amended
or waived with the written consent of Stockholder and Company. Any amendment
or waiver effected in accordance with this Section shall be binding upon the
parties hereto and each of their respective successors and assigns. Any
waiver, permit, consent or approval of any kind or character on the part of
any party to this Agreement of any breach or default under this Agreement, or
any waiver on the part of any party to this Agreement of any provisions or
conditions of this Agreement must be made in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies,
either under this Agreement or by law or otherwise afforded to any party to
this Agreement, shall be cumulative and not alternative.
(g) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof,
and any and all other written or oral agreements existing between the parties
hereto are expressly canceled.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have entered into this Voting
Agreement as of the date first written above.
COMPANY:
SAXON CAPITAL ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Executive Officer
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Address: 0000 Xxx Xxxx
Xxxx Xxxxx, Xxxxxxxx 00000
STOCKHOLDER:
FRIEDMAN, BILLINGS, XXXXXX & CO., INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Chairman & Co-CEO
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Address: 0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
