Exhibit 10.5
ASSIGNMENT
ASSIGNMENT, made as of the 17th day of December 1997, by Friedman,
Billings, Xxxxxx Investment Management, Inc. (the "Manager") to Blackrock
Financial Management, Inc. (the "Sub-Manager").
RECITALS
WHEREAS, the Manager is a party to that certain Management Agreement,
dated December 17, 1997, by and between the Manager and FBR Asset Investment
Corporation, a Virginia corporation ("FBRAIC"), whereby the Manager has agreed
to acquire, sell, and otherwise manage the investments of FBRAIC and to perform
administrative services for FBRAIC;
WHEREAS, the Manager is a party to that certain Stock Option Agreement,
dated December 17, 1997, by and between the Manager and FBRAIC (the "Stock
Option Agreement"), whereby FBRAIC has granted the Manager a ten-year option to
acquire 1,021,900 shares of FBRAIC's common stock;
WHEREAS, Section 2(d) of the Stock Option Agreement permits the Manager
to transfer its option, in whole or in part, to one or more persons who provide
services to the Manager in connection with the management of FBRAIC;
WHEREAS, the Manager has entered into a Sub-Management Agreement with
the Sub-Manager, dated December 12, 1997, for the purpose of engaging the
Sub-Manager to provide certain services in connection with the management of
FBRAIC; and
WHEREAS, pursuant to the Sub-Management Agreement, the Sub-Manager is
entitled to receive options to purchase a certain number of shares of FBRAIC's
common stock;
NOW, THEREFORE, the Manager, for and in consideration of the services
set forth in the Sub-Management Agreement, and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, does hereby
convey, assign, and transfer to the Sub-Manager, without recourse, free and
clear of any liens, claims, or encumbrances, all of its right, title, and
interest in and to the option to purchase 51,095 shares of FBRAIC's common stock
pursuant to the terms and conditions set forth in the Stock Option Agreement.
IN WITNESS WHEREOF, Friedman, Billings, Xxxxxx Investment Management,
Inc. has caused this Assignment to be executed by a duly authorized Officer as
of the date first above written.
FRIEDMAN, BILLINGS, XXXXXX
INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice Chairman & Chief Executive Officer