ECC CAPITAL CORPORATION Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2005 • ECC Capital CORP • Real estate investment trusts • New York
Simultaneously with, or prior to, the Closing Time (as defined below), the Company will acquire Encore Credit, through the merger of ECC Merger Sub, a California corporation and wholly owned subsidiary of the Company (“ECC Merger Sub”), with and into Encore Credit, pursuant to which Encore Credit will become a wholly owned subsidiary of the Company (the “Merger”). The merger will be effectuated pursuant to the terms and conditions set forth in that Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of August 9, 2004, by and among the Company, Encore Credit and ECC Merger Sub, as amended. Pursuant to the Merger Agreement, each securityholder of Encore Credit will, for each share of Encore Credit common stock they hold, receive that number of shares of Common Stock of the Company representing the same proportionate interest in the Company that one share of Encore Credit common stock or preferred stock, as applicable, represents in Encore Credit (the “Merger Stock”).
ECC CAPITAL CORPORATION STOCK OPTION GRANT NOTICE AND NON-QUALIFIED STOCK OPTION AGREEMENTStock Option Agreement • February 10th, 2005 • ECC Capital CORP • Real estate investment trusts • California
ECC Capital Corporation (the “Company”), pursuant to its 2004 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Holder”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2005 • ECC Capital CORP • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of February , 2005 (the “Closing Date”), by and between ECC CAPITAL CORPORATION, a Maryland corporation (the “Company”) and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (“FBR”) and MILESTONE ADVISORS LLC, a limited liability company (“Milestone”).
ECC CAPITAL CORPORATION 2004 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 10th, 2005 • ECC Capital CORP • Real estate investment trusts • California
As escrow agent (the “Escrow Agent”) for both ECC Capital Corporation, a Delaware corporation (“ECC”), and the undersigned recipient of stock of the Company (the “Holder”), you are hereby authorized and directed to hold in escrow the documents delivered to you pursuant to the terms of that certain Restricted Stock Award Agreement (“Agreement”) between the Company and the undersigned (the “Escrow”), including the stock certificate and the Assignment in Blank, in accordance with the following instructions:
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 10th, 2005 • ECC Capital CORP • Real estate investment trusts • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February , 2005, by and among ECC CAPITAL CORPORATION, a Maryland corporation (the “Company”), ENCORE CREDIT CORP., a California corporation (“Encore Credit”) and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (the “Investor”).
AMENDMENT NUMBER TWO to the MASTER REPURCHASE AGREEMENT dated as of December 1, 2004 among ECC CAPITAL CORPORATION, ENCORE CREDIT CORP. and WACHOVIA BANK, NATIONAL ASSOCIATIONMaster Repurchase Agreement • February 10th, 2005 • ECC Capital CORP • Real estate investment trusts • New York
This AMENDMENT NUMBER TWO (“Amendment Number Two”), is made this 26th day of January, 2005, among ECC Capital Corporation (“ECC”), Encore Credit Corp. (“Encore” and together with ECC, the “Sellers”) and Wachovia Bank, National Association (the “Buyer”), to the Master Repurchase Agreement, dated as of December 1, 2004, as amended, among the Buyer and the Sellers (the “Master Repurchase Agreement”).
