FBR & Co. (FBRC): Voce Capital Files a Definitive Proxy Statement

Page 7 of 9 – SEC Filing

The Reporting Persons reserve the right at any time to
formulate alternative plans, make other proposals or take additional actions
with respect to all of the foregoing matters referred to in this Item 4 of
Schedule 13D.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5(a) is hereby amended and restated in its entirety as
follows:

The aggregate percentage of Shares reported owned by each
person named herein is based upon 7,452,365 Shares outstanding as of May 6,
2016, which is the total number of Shares outstanding as reported in the
Issuers Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on May 9, 2016.

As of the close of business on May 11, 2016, Voce Capital
Management beneficially owned 387,025 Shares, constituting approximately 5.2% of
the Shares outstanding. Voce Capital, as the sole managing member of Voce
Capital Management, may be deemed to beneficially own the 387,025 Shares
beneficially owned by Voce Capital Management, constituting approximately 5.2%
of the Shares outstanding. Mr. Plants, as the sole managing member of Voce
Capital, may be deemed to beneficially own the 387,025 Shares beneficially owned
by Voce Capital Management, constituting approximately 5.2% of the Shares
outstanding.

As of the close of business on May 11, 2016, the Reporting
Persons collectively beneficially owned an aggregate of 387,025 Shares,
constituting approximately 5.2% of the Shares outstanding.

Each Reporting Person disclaims beneficial ownership with
respect to any shares of the Shares other than the shares owned directly and of
record by such Reporting Person.

Jarl Berntzen, one of Voce Catalysts nominees to the board of
directors of the Issuer, acquired 2,000 Shares on April 1, 2016 and 500 Shares
on April 4, 2016. Mr. Berntzen disclaims beneficial ownership of Shares
beneficially owned by the Reporting Persons. The Reporting Persons disclaim
beneficial ownership of the Shares beneficially owned by Mr. Berntzen.

Michael McConnell, one of Voce Catalysts nominees to the board
of directors of the Issuer, acquired 1,000 Shares on May 5, 2016. Mr. McConnell
disclaims beneficial ownership of Shares beneficially owned by the Reporting
Persons. The Reporting Persons disclaim beneficial ownership of the Shares
beneficially owned by Mr. McConnell.

Item 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following:

Exhibit 9 Amendment 1 to Preliminary Proxy Statement on
Schedule 14A (incorporated by reference to Schedule 14A filed by Voce Capital
Management with the Securities and Exchange Commission on May 6, 2016)

Exhibit 10 Definitive Proxy Statement on Schedule 14A
(incorporated by reference to Schedule 14A filed by Voce Capital Management with
the Securities and Exchange Commission on May 9, 2016)

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