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EXHIBIT 9.1
VOTING AGREEMENT
This VOTING AGREEMENT is made as of March 10, 2000, among XXXXXXX X.
XXXXX & COMPANY, a Nebraska corporation ("Xxxxx Co."), and XXXXXXX X. XXXXX and
XXXXXXX X. XXXXXX, individually (collectively with Xxxxx Co., the "Xxxxx
Advisors"), and XXXXXX X. XXXX ("Bull") and XXXXXXX X. XXXXXX ("Xxxxxx"),
shareholders of REDWOOD TRUST, a Maryland corporation ("Redwood").
WITNESSETH:
WHEREAS, the Xxxxx Advisors as of December 31 , 1999 were the holders of
24.2% of the outstanding capital stock of Redwood; and
WHEREAS, Redwood's Charter limits beneficial ownership of capital stock
of Redwood by any person to 9.8% of the outstanding capital stock. On October
29, 1997, the Board of Directors of Redwood granted a waiver of the ownership
limit to the Xxxxx Advisors, provided that the Xxxxx Advisors and persons
advised by the Xxxxx Advisors did not in the aggregate possess beneficial
ownership in excess of 15%, in number of shares or value, of each class of
outstanding capital stock of Redwood; and
WHEREAS, on August 6, 1998 the Board of Directors of Redwood confirmed
to the Xxxxx Advisors that the maximum ownership percentage of 15% contained in
the waiver granted to the Xxxxx Advisors is to be applied only at the time of
acquisition of shares by the Xxxxx Advisors, and that subsequent reductions in
the total number of shares of capital stock outstanding due to Redwood's stock
repurchases do not cause the waiver to be violated; and
WHEREAS, the Board of Directors of Redwood have granted the Xxxxx
Advisors a further waiver of the ownership limit (the "Further Waiver"), up to a
maximum of one million (1,000,000) shares of Common Stock (the "Excess Shares")
which may be held at any one time by the Xxxxx Advisors and persons advised by
the Xxxxx Advisors in excess of the 2,104,214 shares of Common Stock held by
them on the date hereof and covered by the prior waiver, provided that any
Excess Shares purchased from time to time shall be subject to this Voting
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, agree as follows:
1. Term. This Voting Agreement shall continue in effect for so long as
the Xxxxx Advisors or any persons advised by the Xxxxx Advisors hold outstanding
capital stock of Redwood, except as otherwise provided in Section 3.
2. Transfer of Voting Rights. The Xxxxx Advisors, upon execution of this
Voting Agreement and subject to the terms hereof, hereby grant, on behalf of the
Xxxxx Advisors and
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any persons advised by them, to Bull and Xxxxxx the voting rights for any Excess
Shares purchased by the Xxxxx Advisors.
3. Appointment of Proxies; Mirror Voting. To carry out the transfer of
voting rights pursuant to Section 2, the Xxxxx Advisors hereby appoint Bull and
Xxxxxx, and each of them singly, as proxies for the Excess Shares acquired by
the Xxxxx Advisors. The Xxxxx Advisors will cause any persons advised by them
that acquire Excess Shares to appoint Bull and Xxxxxx, and each of them singly,
as proxies for such shares effective upon the acquisition thereof. 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 within five (5) business
days after receipt of all cards for such Excess Shares to be voted at any
meeting (or action by written consent). Bull and Xxxxxx, and each of them
singly, shall have full power to vote the Excess Shares through any method
legally permitted, provided, however, that Bull and Xxxxxx agree to vote the
Excess Shares on each matter or action to be voted on such that the Excess
Shares shall mirror the votes cast on such action or matter by all Redwood
Shareholders other than the Xxxxx Advisors and any persons advised by them (that
is, the proportion of Excess Shares voted for or against any matter shall equal
the proportion voted for or against such matter by all shareholders excluding
the Xxxxx Advisors and persons advised by them). In the event that either Bull
or Xxxxxx are no longer employed by or on the board of directors of Redwood, the
remaining proxy holder shall continue to be authorized to act as a proxy
pursuant to the terms hereof. In the event both Bull and Xxxxxx cease to be
employed by or on the board of Redwood, the transfer of voting rights and
appointment of proxies for the Excess Shares shall immediately cease to be
effective, the voting power with respect to the Excess Shares shall revert to
the beneficial owner(s) of the Excess Shares and the term of this Agreement
shall immediately terminate, provided, however, that such reversion and
termination shall not make invalid the prior waivers by the Redwood Board of
Directors of the 9.8% Charter ownership limitation or in any way cause the
Excess Shares existing on the date of termination to become subject to Article
XI of the Redwood Charter, and provided further that no additional purchases of
Redwood capital stock by the Xxxxx Advisors or persons advised by them after the
date of termination shall be covered by the Further Waiver.
4. Notification of Share Purchases. The Xxxxx Advisors agree to notify
Redwood, in writing, of all purchases of shares of outstanding capital stock of
Redwood by them or any person advised by them within ten (10) business days of
the end of each month. The Xxxxx Advisors shall send via telefax copies of all
trade confirmations for such purchases with the monthly written notifications of
purchase.
5. Proxy Coupled With Interest. THE PARTIES HERETO ACKNOWLEDGE THAT THE
PROXY GRANTED TO BULL AND XXXXXX HEREIN IS COUPLED WITH AN INTEREST AND IS
THEREBY IRREVOCABLE.
6. Rights of Shareholders. The Xxxxx Advisors and persons advised by
them shall retain all rights, not including the voting rights, attributable to
the Excess Shares of Redwood capital stock. Subject to Section 9 below, the
custodian for the Xxxxx Advisors and persons advised by them shall retain
physical possession of all stock certificates.
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7. Transfer of Excess Shares to Third Party. The proxy for any Excess
Shares shall terminate upon the transfer of such Excess Shares from the Xxxxx
Advisors or any person advised by them to a third party. For purposes of this
Voting Agreement, all transfers of shares of Redwood capital stock by the Xxxxx
Advisors or any person advised by them 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 proxy will continue to be effective with respect to any
new Excess Shares purchased in the future until the expiration of the term
hereof.
8. Voting Agreement. A duplicate of this Voting Agreement, and of any
amendment or extension hereof, shall be filed with the Secretary of Redwood and
shall be open to inspection by any shareholder of Redwood.
9. Section 2-510 of Maryland Corporation Code. Upon request by Bull and
Xxxxxx, the Xxxxx Advisors agree to transfer or caused to be transferred any
Excess Shares to Bull and Xxxxxx. Bull and Xxxxxx agree to hold any such Excess
Shares in trust for the benefit of the Xxxxx Advisors or persons advised by
them.
10. 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:
Xxxxxx X. Xxxx, Xxxxxxx X. Xxxxxx and Redwood Trust:
Redwood Trust, Inc.
000 Xxxxxxx Xxxxxxx, Xxxxx 0000
Xxxx Xxxxxx, XX 00000
Attention: Secretary
(000) 000-0000
(000) 000-0000 (fax)
Xxxxxxx X. Xxxxx & Company:
0000 Xxxxx 000xx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
Attn: General Counsel
(000) 000-0000
(000) 000-0000 (fax)
Xxxxxxx X. Xxxxx:
0000 Xxxxx 000xx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
(000) 000-0000
(000) 000-0000 (fax)
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Xxxxxxx X. Xxxxxx:
0000 Xxxxx 000xx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
(000) 000-0000
(000) 000-0000 (fax)
11. Binding Nature of Agreement; No Assignment. This Voting Agreement
shall be binding upon and inure to the benefit of the parties hereto. No party
may sell, assign, transfer or encumber such party's rights or obligations under
this Voting Agreement without the prior written consent of the other parties
hereto, except to the extent expressly permitted in this Voting Agreement.
12. Counterparts. This Voting 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.
13. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Voting 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 Voting Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Voting Agreement.
14. Governing Law. This Voting 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.
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IN WITNESS WHEREOF, each of the parties hereto have caused its name to
be signed hereto by its respective officer thereunto duly authorized, all as of
the day and year first above written.
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XXXXXX X. XXXX
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XXXXXXX X. XXXXXX
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XXXXXXX X. XXXXX & COMPANY
By:
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Name:
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Title:
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XXXXXXX X. XXXXX
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XXXXXXX X. XXXXXX
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