REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2004 • Fieldstone Investment Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of November 14, 2003, by and between Fieldstone Investment Corporation, a Maryland corporation (the "Company"), and Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation ("FBR") for the benefit of the Holders (as defined below).
FIELDSTONE INVESTMENT CORPORATION EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • April 23rd, 2004 • Fieldstone Investment Corp
Fieldstone Investment Corporation (the "Company") hereby grants an option to purchase shares of its common stock (the "Stock") to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company's Equity Incentive Plan (the "Plan").
Senior Manager Employment Agreement Dear Gary:Senior Manager Employment Agreement • April 23rd, 2004 • Fieldstone Investment Corp
This cover letter sets forth the specific terms for you under the Senior Manager Employment Agreement (the "Agreement") between you and Fieldstone Mortgage Company ("Fieldstone" or the "Company"). The Agreement is attached to this letter. The Agreement, including the terms of this cover letter, and the Company's Employee Handbook, as amended, contain the complete terms of your employment contract with Fieldstone. The Agreement, Including These Terms, Is Only Effective On Completion Of the sale of shares of the common stock of Fieldstone Investment Corporation in a private offering under Rule 144a and other available exemptions under the Securities Act of 1933 prior to December 31, 2003.
Senior Manager Employment Agreement Dear John:Senior Manager Employment Agreement • April 23rd, 2004 • Fieldstone Investment Corp
This cover letter sets forth the specific terms for you under the Senior Manager Employment Agreement (the "Agreement") between you and Fieldstone Mortgage Company ("Fieldstone" or the "Company"). The Agreement is attached to this letter. The Agreement, including the terms of this cover letter, and the Company's Employee Handbook, as amended, contain the complete terms of your employment contract with Fieldstone. The Agreement, Including These Terms, Is Only Effective On Completion Of the sale of shares of the common stock of Fieldstone Investment Corporation in a private offering under Rule 144a and other available exemptions under the Securities Act of 1933 prior to December 31, 2003.
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 23rd, 2004 • Fieldstone Investment Corp
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 11, 2003 (this "Agreement"), is entered into between Fieldstone Holdings Corp., a Delaware corporation ("Holdings"), and Fieldstone Investment Corporation, a Maryland corporation ("Investment").
Senior Manager Employment Agreement Dear Walter:Senior Manager Employment Agreement • April 23rd, 2004 • Fieldstone Investment Corp
This cover letter sets forth the specific terms for you under the Senior Manager Employment Agreement (the "Agreement") between you and Fieldstone Mortgage Company ("Fieldstone" or the "Company"). The Agreement is attached to this letter. The Agreement, including the terms of this cover letter, and the Company's Employee Handbook, as amended, contain the complete terms of your employment contract with Fieldstone. The Agreement, Including These Terms, Is Only Effective On Completion Of the sale of shares of the common stock of Fieldstone Investment Corporation in a private offering under Rule 144a and other available exemptions under the Securities Act of 1933 prior to December 31, 2003.
Senior Manager Employment Agreement Dear Rob:Senior Manager Employment Agreement • April 23rd, 2004 • Fieldstone Investment Corp
This cover letter sets forth the specific terms for you under the Senior Manager Employment Agreement (the "Agreement") between you and Fieldstone Mortgage Company ("Fieldstone" or the "Company"). The Agreement is attached to this letter. The Agreement, including the terms of this cover letter, and the Company's Employee Handbook, as amended, contain the complete terms of your employment contract with Fieldstone. The Agreement, Including These Terms, Is Only Effective On Completion Of the sale of shares of the common stock of Fieldstone Investment Corporation in a private offering under Rule 144a and other available exemptions under the Securities Act of 1933 prior to December 31, 2003.
PURCHASE PLACEMENT AGREEMENTPurchase/Placement Agreement • April 23rd, 2004 • Fieldstone Investment Corp • New York
Fieldstone Investment Corporation, a Maryland corporation (the "Company"), proposes to sell to you ("FBR"), pursuant and subject to the terms of this Agreement, 41,000,000 shares, less the number of Regulation D Shares sold in the private placement, (the "144A/Regulation S Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"). The sale to you of the 144A/Regulation S Shares and any Option Shares you elect to purchase, will be made without registration of such shares under the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations thereunder (the "Securities Act Regulations"), in reliance upon the exemptions from the registration requirements of the Securities Act provided by Sections 4(1) and 4(2) thereof. You have advised the Company that you will make offers and sales ("Exempt Resales") of the 144A/Regulation S Shares purchased by you hereunder in accordance with Section 3 hereof on the terms set forth in the Final Mem
ARTICLES OF MERGER OF FIELDSTONE HOLDINGS CORP. AND FIELDSTONE INVESTMENT CORPORATIONArticles of Merger • April 23rd, 2004 • Fieldstone Investment Corp
These ARTICLES OF MERGER are entered into this 11th day of November, 2003, by and between Fieldstone Holdings Corp., a Delaware corporation (which is hereinafter called the "Merging Corporation"), and Fieldstone Investment Corporation, a Maryland corporation (which is hereinafter called the "Surviving Corporation").
Senior Manager Employment Agreement Dear Michael:Senior Manager Employment Agreement • April 23rd, 2004 • Fieldstone Investment Corp
This cover letter sets forth the specific terms for you under the Senior Manager Employment Agreement (the "Agreement") between you and Fieldstone Mortgage Company ("Fieldstone" or the "Company"). The Agreement is attached to this letter. The Agreement, including the terms of this cover letter, and the Company's Employee Handbook, as amended, contain the complete terms of your employment contract with Fieldstone. The Agreement, Including These Terms, Is Only Effective On Completion Of the sale of shares of the common stock of Fieldstone Investment Corporation in a private offering under Rule 144a and other available exemptions under the Securities Act of 1933 prior to December 31, 2003.
FIELDSTONE INVESTMENT CORPORATION EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 23rd, 2004 • Fieldstone Investment Corp
Fieldstone Investment Corporation (the "Company") hereby grants shares of its common stock (the "Stock") to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company's Equity Incentive Plan (the "Plan").
FIELDSTONE INVESTMENT CORPORATION EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 23rd, 2004 • Fieldstone Investment Corp
Fieldstone Investment Corporation (the "Company") hereby grants an option to purchase shares of its common stock (the "Stock") to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company's Equity Incentive Plan (the "Plan").
SENIOR MANAGER EMPLOYMENT AGREEMENTSenior Manager Employment Agreement • April 23rd, 2004 • Fieldstone Investment Corp • Maryland
THIS SENIOR MANAGER EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of September 1, 2003 by and between Fieldstone Mortgage Company, a Maryland corporation (the "Company"), and the employee named on the attached cover letter (the "Employee") to be effective only upon the occurrence of the sale of shares of Fieldstone Investment Corporation in an offering under Rule 144A of the Securities Act of 1933 (the "Effective Date"). If the Effective Date does not occur prior to December 31, 2003, this Agreement shall be automatically null and void.
