Armour Residential REIT, Inc. Sample Contracts

February 19th, 2021 · Common Contracts · 1000 similar
Armour Residential REIT, Inc.ARMOUR Residential REIT, Inc. and Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Senior Debt Securities in Series

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 ____________, ___.

February 19th, 2021 · Common Contracts · 1000 similar
Armour Residential REIT, Inc.ARMOUR Residential REIT, Inc. and Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Subordinated Debt Securities in Series

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 _________, ___.

July 27th, 2012 · Common Contracts · 51 similar
Armour Residential REIT, Inc.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 Agreement

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:

August 8th, 2012 · Common Contracts · 13 similar
Armour Residential REIT, Inc.Contract
June 30th, 2017 · Common Contracts · 12 similar
Armour Residential REIT, Inc.ARMOUR Residential REIT, INC. Up to 4,500,000 shares of Common Stock UNDERWRITING AGREEMENT June 26, 2017
November 10th, 2009 · Common Contracts · 12 similar
Armour Residential REIT, Inc.STOCK PURCHASE AGREEMENT

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”).

July 22nd, 2020 · Common Contracts · 11 similar
Armour Residential REIT, Inc.SEVENTH AMENDED AND RESTATED MANAGEMENT AGREEMENT

This SEVENTH AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is entered into and effective as of July 21, 2020 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”).

February 24th, 2015 · Common Contracts · 4 similar
Armour Residential REIT, Inc.FIRST AMENDED AND RESTATED SUB-MANAGEMENT AGREEMENT

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”).

January 31st, 2020 · Common Contracts · 4 similar
Armour Residential REIT, Inc.0.001 par value per share) EQUITY SALES AGREEMENT
May 30th, 2017 · Common Contracts · 4 similar
Armour Residential REIT, Inc.ARMOUR Residential REIT, INC. Up to 5,000,000 shares of Common Stock ($0.001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENT

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

January 28th, 2020 · Common Contracts · 3 similar
Armour Residential REIT, Inc.ARMOUR RESIDENTIAL REIT, INC.

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

February 20th, 2013 · Common Contracts · 3 similar
Armour Residential REIT, Inc.ARMOUR Residential REIT, Inc. 65,000,000 Shares of Common Stock UNDERWRITING AGREEMENT February 14, 2013

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").

March 2nd, 2016 · Common Contracts · 2 similar
Armour Residential REIT, Inc.AGREEMENT AND PLAN OF MERGER DATED MARCH 1, 2016 AMONG JAVELIN MORTGAGE INVESTMENT CORP. ARMOUR RESIDENTIAL REIT, INC. AND JMI ACQUISITION CORPORATION

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.

January 28th, 2020 · Common Contracts · 2 similar
Armour Residential REIT, Inc.January 28, 2020 ARMOUR Residential REIT, Inc.

This opinion is being furnished to you in connection with the offer and sale by ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”) and the purchase by the underwriters pursuant to the Underwriting Agreement (the “Underwriting Agreement”), dated January 23, 2020, among the Company, ARMOUR Capital Management, LP, a Delaware limited partnership and the external manager of the Company (the “Manager”), and B. Riley FBR, Inc., on behalf of itself and as representative for the several underwriters named therein, of up to 3,450,000 shares of the Company’s 7.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Preferred Stock”), under the Securities Act of 1933, as amended, and related rules and regulations. The offering of the Preferred Stock is described in the prospectus, dated April 26, 2018, which forms a part of the Registration Statement of the Company on Form S-3 (the “Base Prospectus”), as supplemented by the prospectus supplement, dat

November 12th, 2009 · Common Contracts · 2 similar
Armour Residential REIT, Inc.SUPPLEMENT & AMENDMENT TO WARRANT AGREEMENT

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”).

November 12th, 2009 · Common Contracts · 2 similar
Armour Residential REIT, Inc.FORM OF SUB-MANAGEMENT AGREEMENT

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”).

October 12th, 2011
Armour Residential REIT, Inc.ARMOUR Residential REIT, INC. Up to 40,000,000 shares of Common Stock ($0.001 par value per share) Equity Distribution Agreement

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:

August 31st, 2017
Armour Residential REIT, Inc.SIDLEY AUSTIN LLP787 SEVENTH AVENUE NEW YORK, NY 10019+1 212 839 5300+1 212 839 5599 AMERICA ASIA PACIFIC EUROPE

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

April 6th, 2020
Armour Residential REIT, Inc.AMENDMENT NO. 1 TO EQUITY SALES AGREEMENT
February 18th, 2011
Armour Residential REIT, Inc.ARMOUR Residential REIT, INC. Up to 6,500,000 shares of Common Stock ($0.001 par value per share) Equity Distribution Agreement

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:

April 25th, 2018
Armour Residential REIT, Inc.FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS

The Amended and Restated Bylaws (the “Bylaws”) of ARMOUR Residential REIT, Inc., a Maryland corporation (the “Corporation”), are hereby amended by deleting therefrom Article XIV in its entirety and inserting in lieu thereof a new Article XIV as follows:

May 6th, 2020
Armour Residential REIT, Inc.AMENDMENT NO. 2 TO EQUITY SALES AGREEMENT
October 2nd, 2017
Armour Residential REIT, Inc.AMENDMENT NO. 1 TO THE ATM EQUITY OFFERINGSM SALES AGREEMENT
November 17th, 2010
Armour Residential REIT, Inc.ARMOUR RESIDENTIAL REIT, INC. and Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Subordinated Debt Securities in Series

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 _________, ___.

March 14th, 2012
Armour Residential REIT, Inc.31,000,000 Shares of Common Stock UNDERWRITING AGREEMENT

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 31,000,000 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").

June 26th, 2019
Armour Residential REIT, Inc.June 24, 2019 ARMOUR Residential REIT, Inc.

This opinion is being furnished to you in connection with the Equity Sales Agreement (the “Sales Agreement”), dated June 24, 2019, 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 B. Riley FBR, Inc. and BUCKLER Securities LLC as Agents (the “Agents”), in connection with certain United States federal income tax matters in regard to the Company’s sale of up to 9,000,0000 shares of the Company’s 7.875% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Preferred Stock”), under the Securities Act of 1933, as amended, and related rules and regulations (the “1933 Act”). The offering of the Preferred Stock is described in the prospectus, dated April 26, 2018, 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 June