EXHIBIT 10.4
TRADEMARK AND COPYRIGHT
ASSIGNMENT
THIS TRADEMARK AND COPYRIGHT
ASSIGNMENT (this “ Assignment ”) is dated as of
May 20, 2009, and is by and between FRIEDMAN, BILLINGS, RAMSEY
GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.), a corporation
organized under the laws of the Commonwealth of Virginia
(“Assignor”), and FBR CAPITAL MARKETS CORPORATION, a
corporation organized under the laws of the Commonwealth of
Virginia (“Assignee”). Assignor and Assignee are
sometimes referred to herein individually as a “ Party
” and collectively as the “ Parties
.”
RECITALS
WHEREAS, Assignor and its
majority-owned subsidiaries collectively own all right, title and
interest in and to the Marks (as such term is defined
herein);
WHEREAS, Assignor and its
majority-owned subsidiaries collectively own all right, title and
interest in and to the Copyrights (as such term is defined
herein);
WHEREAS, pursuant to that certain
Stock Repurchase Agreement, dated as of May 18, 2009 (“
Repurchase Agreement ”), by and between Assignor, FBR
TRS Holdings, Inc., and Assignee, Assignor agreed to assign to
Assignee, and Assignee agreed to accept, the assignment of all
rights in the Marks and the Copyrights.
NOW THEREFORE, for good and valuable
consideration, the sufficiency and receipt of which is hereby
acknowledged, the Parties hereby agree as follows:
AGREEMENT
1. “
Marks ” shall mean all right, title and interest of
Assignor and its majority-owned subsidiaries in and to all
trademarks and service marks listed on Schedule A hereto and
any other trademarks or service marks registered by Assignor or any
of its majority-owned subsidiaries and any other trademarks or
service marks owned by Assignor or any of its majority-owned
subsidiaries, in each case, that relate to the business of the
Assignee, including without limitation all trademarks or services
marks containing the terms “Friedman,”
“Billings,” “Ramsey,” “FBR,”
“Pegasus,” or combinations, modifications or versions
thereof (collectively, the “ FBR Terms ”), but
specifically excluding any trademarks or services marks containing
the terms “Arlington,” “Asset”,
“Investment” or “AAIC” or combinations,
modifications or versions thereof without containing any of the FBR
Terms ( provided , however , that all trademarks and
service marks containing the term “Arlington” shall be
excluded from Marks regardless of any FBR Terms or other terms
contained in such trademark or service mark). “Marks”
shall include and all related common law rights and any
applications and registrations pertaining to the Marks, including
any and all rights, priorities and privileges of Assignor provided
under United States, state or foreign law, or multinational law,
compact, treaty, protocol convention or organization, with respect
to the foregoing, and all goodwill associated therewith.
2. “
Copyrights ” means all right, title and interest in
and to all registered or unregistered copyright(s) and/or copyright
registration(s) and/or application(s) related thereto owned by
Assignor or its majority-owned subsidiaries and that relate to the
business of the Assignee (collectively, the “
Copyrights ”).
3. Assignor
does hereby assign, sell and transfer to Assignee, its successors
and assigns, without any warranty of any kind, all right, title and
interest of Assignor or its majority-owned subsidiaries in and to
the Marks and all of the goodwill associated therewith and all
right, title and interest of Assignor or its majority-owned
subsidiaries in and to the Copyrights (without limitation, and all
rights to renewal and extension of copyright, to the full term of
terms for which the Copyrights may be issued), the same to be held
and enjoyed by Assignee, its successors and assigns to the same
extent that it would have been held and enjoyed by Assignor or its
majority-owned subsidiaries if this Assignment had not been made,
together with all claims for damages by reason of past infringement
of said Copyrights with the right to sue and collect the same for
its own use or for the use of its successors, assigns or other
legal representatives, in each case in the United States and all
applicable jurisdictions, if any, outsi
