At Market Issuance Sales AgreementArmour Residential REIT, Inc. • August 31st, 2017 • Real estate investment trusts • New York
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), and ARMOUR Capital Management, LP (the “Manager”) confirm their agreement (this “Agreement”) with FBR Capital Markets & Co. (“FBR” or the “Agent”), as follows:
ARMOUR Residential REIT, Inc. and Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Senior Debt Securities in SeriesArmour Residential REIT, Inc. • February 19th, 2021 • Real estate investment trusts • New York
THIS INDENTURE between ARMOUR Residential REIT, Inc., a Maryland corporation (hereinafter called the “Company”) having its principal office at 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963, and, as trustee (hereinafter called the “Trustee”), is made and entered into as of ____________, ___.
ARMOUR Residential REIT, Inc. and Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Subordinated Debt Securities in SeriesIndenture • April 26th, 2018 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
THIS INDENTURE between ARMOUR Residential REIT, Inc., a Maryland corporation (hereinafter called the “Company”) having its principal office at 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963, and, as trustee (hereinafter called the “Trustee”), is made and entered into as of _________, ___.
ContractArmour Residential • August 8th, 2012 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
EIGHTH AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • February 15th, 2023 • Armour Residential REIT, Inc. • Real estate investment trusts • Florida
This EIGHTH AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is entered into and effective as of February 14, 2023 by and between (i) ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation (the “REIT”), and (ii) ARMOUR CAPITAL MANAGEMENT LP, a Delaware limited partnership (the “Manager”).
ARMOUR Residential REIT, INC. 22,500,000 shares of Common Stock ($0.001 par value per share) and 2,000,000 shares 8.250% Series A Cumulative Redeemable Preferred Stock ($0.001 par value per share) Equity Distribution AgreementArmour Residential REIT, Inc. • July 27th, 2012 • Real estate investment trusts • New York
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), and ARMOUR Residential Management LLC (the “Manager”) confirm their agreement (this “Agreement”) with Citadel Securities LLC (“Citadel” or the “Agent”), as follows:
0.001 par value per share) EQUITY SALES AGREEMENTEquity Sales Agreement • July 26th, 2023 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
ARMOUR Residential REIT, INC. Up to 5,000,000 shares of Common Stock ($0.001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • May 30th, 2017 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), that is externally managed by ARMOUR Capital Management LP, a Delaware limited partnership (the “Manager”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agent and principal (the “Agent”), shares (the “Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), in an aggregate amount up 5,000,000 Shares, on the terms set forth in this ATM Equity OfferingSM Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a "Terms Agreement"), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein to "this Agreement" or to matters contained "herein" or "hereunder", or words of simi
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 10th, 2009 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this 4th day of November, 2009 among Enterprise Acquisition Corp., a Delaware corporation (“Buyer” or “Enterprise”), the signatory on the execution page hereof (“Seller”) and solely for the purposes of Sections 4(d), 7 and 8(a) hereof, Marc H. Bell (“Bell”) and Daniel C. Staton (“Staton” and together with Bell, the “Insiders”) and solely for the purposes of Sections 8(a) and 8(b) hereof, ARMOUR Residential REIT, Inc. (“ARMOUR”).
ARMOUR Residential REIT, Inc. and Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Subordinated Debt Securities in SeriesIndenture • February 19th, 2021 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
THIS INDENTURE between ARMOUR Residential REIT, Inc., a Maryland corporation (hereinafter called the “Company”) having its principal office at 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963, and, as trustee (hereinafter called the “Trustee”), is made and entered into as of _________, ___.
FIRST AMENDED AND RESTATED SUB-MANAGEMENT AGREEMENTSub-Management Agreement • February 24th, 2015 • Armour Residential REIT, Inc. • Real estate investment trusts • Florida
This FIRST AMENDED AND RESTATED SUB-MANAGEMENT AGREEMENT (this “Agreement”), is entered into as of February 23, 2015, by and among (i) ARMOUR CAPITAL MANAGEMENT LP, a Delaware limited partnership (the “Manager”), (ii) STATON BELL BLANK CHECK LLC, a Delaware limited liability company (the “Sub-Manager”), and (iii) ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation, but solely with respect to Sections 1, 6(a), 9(b), 11(a), 11(b), 11(e), 14(a), 14(b), 15, and 18 through 32 (the “REIT”).
ARMOUR RESIDENTIAL REIT, INC.Armour Residential • January 28th, 2020 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”) that is externally managed by ARMOUR Capital Management LP, a Delaware limited partnership (the “Manager”), proposes to issue and sell to the several Underwriters on Schedule A hereto (the “Underwriters”), for whom B. Riley FBR, Inc. is acting as representative (in such capacity, the “Representative”), 3,000,000 shares (the “Firm Shares”) of the Company’s 7.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share and liquidation preference of $25.00 per share (the “Series C Stock”), a series of the Company's preferred stock, $0.001 par value per share (the “Preferred Stock”). In addition, the Company proposes to grant to the Underwriters the option to purchase from the Company up to 450,000 additional Preferred Shares (the “Option Shares”), to cover overallotments, if any. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are hereinafter collectively referred
AGREEMENT AND PLAN OF MERGER DATED MARCH 1, 2016 AMONG JAVELIN MORTGAGE INVESTMENT CORP. ARMOUR RESIDENTIAL REIT, INC. AND JMI ACQUISITION CORPORATIONAgreement and Plan of Merger • March 2nd, 2016 • Armour Residential REIT, Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 1, 2016, among JAVELIN Mortgage Investment Corp. (the “Company”), a Maryland corporation, ARMOUR Residential REIT, Inc. (“Parent”), a Maryland corporation, and JMI Acquisition Corporation (“Acquisition” and, together with the Company and Parent, each a “Party” and collectively, the “Parties”), a Maryland corporation and wholly-owned subsidiary of Parent.
SUPPLEMENT & AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • November 12th, 2009 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
This Supplement and Amendment to the Warrant Agreement, dated as of November 6, 2009 (the “Amendment”), is executed by Enterprise Acquisition Corp., a Delaware corporation (the “ Company ”), ARMOUR Residential REIT, Inc. ("ARMOUR") and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
ARMOUR Residential REIT, Inc. 65,000,000 Shares of Common Stock UNDERWRITING AGREEMENT February 14, 2013Underwriting Agreement • February 20th, 2013 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
ARMOUR Residential REIT, Inc. (the "Company"), a Maryland corporation that is externally managed by ARMOUR Residential Management LLC (the "Manager"), proposes to issue and sell to the several Underwriters (as defined below) an aggregate of 65,000,000 shares (the "Shares") of its common stock, $0.001 par value per share (the "Common Stock"), pursuant to and in accordance with the terms and conditions of this underwriting agreement (the "Agreement").
FORM OF SUB-MANAGEMENT AGREEMENTForm of Sub-Management Agreement • November 12th, 2009 • Armour Residential REIT, Inc. • Real estate investment trusts • Florida
This FORM OF SUB-MANAGEMENT AGREEMENT (this “Agreement”), is entered into as of November 6, 2009, by and among (i) ARMOUR RESIDENTIAL MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), (ii) STATON BELL BLANK CHECK LLC, a Delaware limited liability company (the “Sub-Manager”), (iii) ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation, but solely with respect to Sections 1, 6(a), 9(b), 11(a), 11(b), 11(e), 14(a), 14(b), 15, and 18 through 32 (the “REIT”), and (iv) JEFFREY J. ZIMMER and SCOTT J. ULM, but solely with respect to Sections 1, 9, 11(a), 14(a), 15(a), 18 through 30, and 32 (Messrs. Zimmer and Ulm, together, the “Members” and, each, a “Member”).
ARMOUR Residential REIT, Inc. 5,400,000 Shares of 7.875% Series B Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2013 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
ARMOUR Residential REIT, Inc. (the "Company"), a Maryland corporation that is externally managed by ARMOUR Residential Management LLC (the "Manager"), proposes to issue and sell to the several Underwriters (as defined below) an aggregate of 5,400,000 shares of its 7.875% Series B Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (the "Series B Stock"), a series of the Company's preferred stock, $0.001 par value per share (the "Preferred Stock"), pursuant to and in accordance with the terms and conditions of this underwriting agreement (the "Agreement").
ESCROW TERMINATION AGREEMENT Enterprise Acquisition Corporation 6800 Broken Sound Parkway Suite 200 Boca Raton, Florida 33487 July 29, 2009Escrow Termination Agreement • November 12th, 2009 • Armour Residential REIT, Inc. • Real estate investment trusts
Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Enterprise Acquisition Corp. ("Company") and Continental Stock Transfer & Trust Company ("Trustee"), dated as of November 7, 2007 ("Trust Agreement"), this is to advise you that the Company has entered into an agreement ("Business Agreement") with ARMOUR Residential REIT, Inc. ("Target Business") to consummate a business combination with Target Business ("Business Combination") on or prior to November 7, 2009. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination ("Consummation Date").
MANAGEMENT AGREEMENTManagement Agreement • November 12th, 2009 • Armour Residential REIT, Inc. • Real estate investment trusts • Florida
This MANAGEMENT AGREEMENT is entered into as of November 6, 2009 by and between (i) ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation (the “REIT”), and (ii) ARMOUR RESIDENTIAL MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).
ARMOUR Residential REIT, INC. Up to 40,000,000 shares of Common Stock ($0.001 par value per share) Equity Distribution AgreementDistribution Agreement • October 12th, 2011 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), and ARMOUR Residential Management LLC (the “Manager”) confirms their agreement (this “Agreement”) with Deutsche Bank Securities Inc. (“Deutsche Bank”), JMP Securities LLC (“JMP”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and together with Deutsche Bank and Ladenburg, the (“Agents”), as follows:
AMENDMENT NO. 1 TO EQUITY SALES AGREEMENTEquity Sales Agreement • October 25th, 2023 • Armour Residential REIT, Inc. • Real estate investment trusts
ARMOUR Residential REIT, INC. Up to 6,000,000 shares of 8.250% Series A Cumulative Redeemable Preferred Stock ($0.001 par value per share) At Market Issuance Sales AgreementArmour Residential REIT, Inc. • July 13th, 2012 • Real estate investment trusts • New York
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), and ARMOUR Residential Management LLC (the “Manager”) confirms their agreement (this “Agreement”) with MLV & Co. LLC (“MLV” or the “Agent”), as follows:
SIDLEY AUSTIN LLP787 SEVENTH AVENUE NEW YORK, NY 10019+1 212 839 5300+1 212 839 5599 AMERICA ASIA PACIFIC EUROPEArmour Residential REIT, Inc. • August 31st, 2017 • Real estate investment trusts
This opinion is being furnished to you in connection with that At Market Issuance Sales Agreement (“Sales Agreement”), dated August 30, 2017, among ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), ARMOUR Capital Management, LP, a Delaware limited partnership and the external manager of the company (the “Manager”), and FBR Capital Markets & Co. (the “FBR”), in connection with certain United States federal income tax matters in regard to the Company’s issuance and sale through FBR, acting as agent and/or principal, an aggregate of up to 2,000,000 shares of the Company’s 7.875% Series B Preferred Stock, par value $0.001 per share (the “Preferred Stock”), under the Securities Act of 1933, as amended, and related rules and regulations (the “1933 Act”), described in the prospectus, dated May 1, 2015, which forms a part of the Registration Statement of the Company on Form S-3 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated August 30, 2017 (th
AMENDMENT NO. 1 TO EQUITY SALES AGREEMENTEquity Sales Agreement • April 6th, 2020 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
ARMOUR Residential REIT, INC. Up to 6,500,000 shares of Common Stock ($0.001 par value per share) Equity Distribution AgreementEquity Distribution Agreement • February 18th, 2011 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), and ARMOUR Residential Management LLC (the “Manager”) confirms their agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and JMP Securities LLC (“JMP” and together with Ladenburg, the “Agents”), as follows:
ARMOUR Residential REIT, INC. Up to 4,500,000 shares of Common Stock UNDERWRITING AGREEMENT June 26, 2017Underwriting Agreement • June 30th, 2017 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 2 TO EQUITY SALES AGREEMENTEquity Sales Agreement • May 6th, 2020 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 1 TO THE ATM EQUITY OFFERINGSM SALES AGREEMENTOfferingsm Sales Agreement • October 2nd, 2017 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
ARMOUR Residential REIT, Inc. and Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Senior Debt Securities in SeriesArmour Residential REIT, Inc. • March 28th, 2024 • Real estate investment trusts • New York
THIS INDENTURE between ARMOUR Residential REIT, Inc., a Maryland corporation (hereinafter called the “Company”) having its principal office at 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963, and, as trustee (hereinafter called the “Trustee”), is made and entered into as of ____________, ___.
ARMOUR RESIDENTIAL REIT, INC. and Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Subordinated Debt Securities in SeriesArmour Residential • November 17th, 2010 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
THIS INDENTURE between ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation (hereinafter called the “Company”) having its principal office at 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963, and, as trustee (hereinafter called the “Trustee”), is made and entered into as of _________, ___.
ARMOUR Residential REIT, Inc. and Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Subordinated Debt Securities in SeriesIndenture • March 28th, 2024 • Armour Residential REIT, Inc. • Real estate investment trusts • New York
THIS INDENTURE between ARMOUR Residential REIT, Inc., a Maryland corporation (hereinafter called the “Company”) having its principal office at 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963, and, as trustee (hereinafter called the “Trustee”), is made and entered into as of _________, ___.
