Exhibit 10.5
FORM OF TRADEMARK AND COPYRIGHT
ASSIGNMENT
TRADEMARK AND COPYRIGHT
ASSIGNMENT
THIS TRADEMARK AND COPYRIGHT
ASSIGNMENT (this “ Assignment ”) is dated as of
May __, 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 __, 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, outside the United States,
without limitation, in each case together with the right to recover
damages and profits and all other remedies for past infringements
thereof.
4. To the extent that Assignee
desires that Assignor or its majority-owned subsidiaries deliver
copies of documents, data, records
