AG MORTGAGE INVESTMENT TRUST, INC. (a Maryland corporation) 3,750,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2012 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
LOAN AGREEMENT Dated as of September 10, 2018 by and between SFR MT LLC, as Borrower, and METROPOLITAN LIFE INSURANCE COMPANY, as LenderLoan Agreement • November 9th, 2018 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of September 10, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), is made by and between SFR MT LLC, a Delaware limited liability company, having its principal place of business at c/o AG Mortgage Investment Trust, Inc., 245 Park Avenue, 26th Floor, New York, New York 10167 (“Borrower”), and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, having its principal place of business at 200 Park Avenue, New York, New York 10166 (the “Lender”).
MASTER REPURCHASE AND SECURITIES CONTRACT AG MIT CREL, LLC, (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, (“Buyer”) Dated September 17, 2014Master Repurchase and Securities Contract • September 18th, 2014 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of September 17, 2014 (this “Agreement”), is made by and between AG MIT CREL, LLC, a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller and Buyer (each also a “Party”) hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2011 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of June [ ], 2011, is entered into by and between AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”), AG REIT Management LLC, a Delaware limited liability company (the “Manager”) and the persons listed on Schedule A hereto (each, an “Investor”, and collectively, the “Investors”).
Master Repurchase AgreementMaster Repurchase Agreement • June 12th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
AG MORTGAGE INVESTMENT TRUST, INC. Up to $100,000,000 of Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: May 5, 2017Equity Distribution Agreement • May 8th, 2017 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
7,000,000 Shares AG MORTGAGE INVESTMENT TRUST, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2021 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
Credit Suisse Securities (USA) LLC JMP Securities LLC Wells Fargo Securities, LLC as Representatives of the several Underwriters
AGREEMENT AND PLAN OF MERGER among AG MORTGAGE INVESTMENT TRUST, INC., AGMIT MERGER SUB, LLC, WESTERN ASSET MORTGAGE CAPITAL CORPORATION and, solely for the limited purposes set forth herein, AG REIT MANAGEMENT, LLC Dated as of August 8, 2023Agreement and Plan of Merger • August 9th, 2023 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2023 (this “Agreement”), by and among AG Mortgage Investment Trust, Inc., a Maryland corporation (“Parent”), AGMIT Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and, solely for purposes of Section 3.3(a), Section 3.3(i), Article V, Section 6.13, Section 7.2, Section 7.3 and Article IX, AG REIT Management, LLC, a Delaware limited liability company (“Parent Manager”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 2nd, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND SECURITY AGREEMENT (the “Agreement”) dated as of May 28, 2020, is entered into by and among AG Mortgage Investment Trust, Inc. (the “Borrower”) and the parties set forth on Schedule 1 of this Agreement (each, a “Debtor”, and collectively, the “Debtors”) and AG REIT Management, LLC (the “Secured Party”).
ContractMaster Repurchase and Securities Contract • April 15th, 2013 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of April 12, 2013 (this “Agreement”), is made by and among AG MIT, LLC, a Delaware limited liability company (“Seller”), AG MORTGAGE INVESTMENT TRUST, INC., a Maryland corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller, Guarantor and Buyer (each also a “Party”) hereby agree as follows:
INTERCREDITOR AND SUBORDINATION AGREEMENT Dated as of May 28, 2020 Among WILMINGTON TRUST, NATIONAL ASSOCIATION As the Senior Collateral Agent, Royal Bank of Canada, together with its successors and assigns, and holders of Permitted Pari Passu Secured...Intercreditor and Subordination Agreement • June 2nd, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
This Intercreditor and Subordination Agreement is made as of May 28, 2020 by and among AG Mortgage Investment Trust, Inc., for itself and the Seller Entities (defined below) (“AGMIT”), Wilmington Trust, National Association, not in its individual capacity but solely in its capacity as collateral agent for the holders of the Senior Secured Debt Obligations (defined below) (in such capacity, together with its successors, assigns or replacements in such capacity, the “Senior Collateral Agent”) and RBC, as the holder of the Subordinated Note hereinafter referred to (together with its successors and assigns and any holder of Permitted Pari Passu Secured Indebtedness designated by AGMIT that executes a Joinder, collectively, the “Subordinated Lender”)
AG MORTGAGE INVESTMENT TRUST, INC. (a Maryland corporation) 4,000,000 Shares of 8.00% Series B Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENTAg Mortgage • September 24th, 2012 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
FOURTH AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • August 9th, 2023 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS FOURTH AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made as of August 8, 2023, by and between AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”), and AG REIT Management, LLC, a Delaware limited liability company (the “Manager” and together with the Company, the “Parties”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 9th, 2017 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • Maryland
Vesting Schedule: One-Third (1/3) of the RSUs will vest annually following the Award Date. [ ] RSUs to vest on [ ] [ ] RSUs to vest on [ ] [ ] RSUs to vest on [ ]
MANAGEMENT AGREEMENT by and between AG MORTGAGE INVESTMENT TRUST, INC. and AG REIT MANAGEMENT, LLC Dated as of June , 2011Management Agreement • June 22nd, 2011 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
This MANAGEMENT AGREEMENT, is dated as of June , 2011, by and between AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”) and AG REIT Management, LLC a Delaware limited liability company (the “Manager”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 5th, 2019 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated November 4, 2019 (the “Effective Date”), is entered into by and between SFR MT LLC, a Delaware limited liability company (the “Seller”), and CONREX ML PORTFOLIO 2019-01 OPERATING COMPANY, LLC, a Delaware limited liability company (the “Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 24th, 2011 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
This STOCK PURCHASE AGREEMENT (together with Annex A hereto, this “Agreement”) is dated as of June , 2011, by and among AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Issuer”) and [ ] (the “Purchaser”).
ContractMaster Repurchase and Securities Contract • April 10th, 2012 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of April 9, 2012 (this “Agreement”), is made by and among AG MIT, LLC, a Delaware limited liability company (“Seller”), AG MORTGAGE INVESTMENT TRUST, INC., a Maryland corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller and Buyer (each also a “Party”) hereby agree as follows:
GUARANTEE AGREEMENTGuarantee Agreement • April 10th, 2012 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS GUARANTEE AGREEMENT (as amended, modified or supplemented from time to time, the “Guarantee”), made as of April 9, 2012 (the “Effective Date”), by AG MORTGAGE INVESTMENT TRUST, INC., a Maryland corporation (the “Guarantor”), in favor of Wells Fargo Bank, National Association (the “Buyer”).
ContractIntercreditor Agreement • April 13th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 4 BELOW AND THAT CERTAIN INTERCREDITOR AND SUBORDINATION AGREEMENT (THE “INTERCREDITOR AGREEMENT”) DATED AS OF THE DATE HEREOF, AMONG THE NOTEHOLDER (AS DEFINED BELOW) WILMINGTON TRUST, NATIONAL ASSOCIATION AS AGENT FOR THE PARTICIPATING COUNTERPARTIES UNDER THE SECURITY AND COLLATERAL AGENCY AGREEMENT BY AND AMONG THE PARTICIPATING COUNTERPARTIES, THE BORROWER AND GUARANTORS (IN SUCH CAPACITY, THE “COLLATERAL AGENT”) TO THE OBLIGATIONS (INCLUDING INTEREST) OWED BY BORROWER AND THE GUARANTORS TO THE PARTICIPATING COUNTERPARTIES PURSUANT TO THE REPURCHASE AGREEMENTS (AS DEFINED BELOW); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
AMENDMENT NO. 1 TO GUARANTEEGuarantee • June 12th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
This Amendment No. 1 to Guarantee (this “Amendment”) dated as of May 28, 2020, amends that certain Guarantee, dated as of December 19, 2018 (the “Guarantee”) by AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Guarantor”), in favor of Barclays Bank PLC (“Buyer”), a public limited company organized under the laws of England and Wales. Capitalized terms not otherwise defined herein are used herein with the same meanings given to such terms in the Guarantee.
SECURITY AND COLLATERAL AGENCY AGREEMENTSecurity and Collateral Agency Agreement • April 13th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS SECURITY AND COLLATERAL AGENCY AGREEMENT (the “Agreement”) dated as of April 10, 2020, is entered into by and among AG Mortgage Investment Trust, Inc. and the parties set forth on Schedule 1 of this Agreement (each, a “Debtor”, and collectively, the “Debtors”), Wilmington Trust, National Association, as agent for the Participating Counterparties (as defined herein) (the “Collateral Agent”), and, solely as to Article 5 hereof, the Participating Counterparties, and acknowledged and consented to by the Participating Counterparties.
REINSTATEMENT AGREEMENTReinstatement Agreement • June 12th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS REINSTATEMENT AGREEMENT, dated as of June 10, 2020 (this “Agreement”), by and among AG Mortgage Investment Trust, Inc. and AG MIT CREL II, LLC, jointly and severally (each, a “Seller Entity,” and collectively, the “Companies”), and JPMorgan Chase Bank, National Association (the “Counterparty”), recites and provides as follows:
Master Repurchase AgreementMaster Repurchase Agreement • June 12th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIRD AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • November 22nd, 2021 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
This THIRD AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made as of November 22, 2021 by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and AG REIT Management, LLC, a Delaware limited liability company (the “Manager” and together with the Company, the “Parties”).
ContractMaster Repurchase Agreement • June 12th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent (“Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“CS...Master Repurchase Agreement • June 12th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIRD SUPPLEMENTAL INDENTURE among WESTERN ASSET MORTGAGE CAPITAL CORPORATION, AGMIT MERGER SUB, LLC, AG MORTGAGE INVESTMENT TRUST, INC. and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as successor to Wells Fargo Bank, National Association, as...Indenture • December 6th, 2023 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS THIRD SUPPLEMENTAL INDENTURE dated as of December 6, 2023 (this “Third Supplemental Indenture”) is entered into among WESTERN ASSET MORTGAGE CAPITAL CORPORATION, a Delaware corporation (the “Original Company”), AGMIT MERGER SUB, LLC, a Delaware limited liability company (the “Successor Company”), AG MORTGAGE INVESTMENT TRUST, INC., a Maryland corporation (“MITT”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee. Unless otherwise indicated, all capitalized terms used but not defined in this Third Supplemental Indenture shall have the respective meanings set forth in the Base Indenture (as defined below).
OMNIBUS AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT, GUARANTEE AGREEMENT AND FEE AND PRICING LETTERMaster Repurchase and Securities Contract • August 6th, 2015 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
OMNIBUS AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT, GUARANTEE AGREEMENT AND FEE AND PRICING LETTER, dated as of August 4, 2015 (this “Amendment”), between and among AG MIT CREL, LLC, a Delaware limited liability company (“Seller”), AG MORTGAGE INVESTMENT TRUST, INC., a Maryland corporation (the “REIT Guarantor”), and AG MIT, LLC, a Delaware limited liability company (the “Pledgor Guarantor” and, jointly and severally with REIT Guarantor, each a Guarantor and, collectively, the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).
SECOND FORBEARANCE AGREEMENTSecond Forbearance Agreement • April 28th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
THIS SECOND FORBEARANCE AGREEMENT, dated as of April 27, 2020 (this “Agreement”), by and among AG Mortgage Investment Trust, Inc. and its undersigned affiliates, jointly and severally (each, a “Seller Entity,” and collectively, the “Companies”), and the buyer parties listed on Schedule 1 hereto (collectively, the “Participating Counterparties”), recites and provides as follows:
GUARANTYGuaranty • June 12th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
This GUARANTY (the “Guaranty”), dated as of February 21, 2018, made by AG Mortgage Investment Trust, Inc., a Maryland corporation, with principal offices at c/o Angelo, Gordon & Co., L.P., 245 Park Avenue, 26th Floor, New York, NY 10167 (the “Guarantor”) is made in favor of Credit Suisse AG, Cayman Islands Branch (the “Beneficiary”).
FORM OF 2020 AWARD AGREEMENT UNDER THE AG MORTGAGE INVESTMENT TRUST, INC. [ ] (“Award Date”)Award Agreement • August 10th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • Maryland
This Award Agreement (the “Award Agreement”), effective as of the Award Date, is hereby made between AG Mortgage Investment Trust, Inc. (the “Company”) and the Participant named above. The Company hereby grants to the Participant an award (the “Award”), subject to the restrictions as provided in this Award Agreement, under the AG Mortgage Investment Trust, Inc. 2020 Equity Incentive Plan, as the same may be amended from time to time (the “Plan”). Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Participant hereby agree as follows:
Master Repurchase AgreementMaster Repurchase Agreement • June 12th, 2020 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
This Annex I forms a part of the Master Repurchase Agreement dated as of February 18, 2015 (the "Agreement") between Credit Suisse Securities (USA) LLC, a limited liability company incorporated under the. laws of the State of Delaware ("Party A") and AG MIT CMO EC LLC, a Delaware limited liability company ("Party B"). Capitalized terms used but not defined in this Annex I shall have the meaning ascribed to them in the Agreement. The obligations of Party B shall be guaranteed by AG Mortgage Investment Trust, Inc., a Maryland corporation, (the "Guarantor") pursuant to a guarantee executed and dated as of the date of this Agreement (the "Guarantee").
ContractAG Mortgage Investment Trust, Inc. • June 2nd, 2020 • Real estate investment trusts • New York
THIS NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 5 BELOW AND IN THE FIRST LIEN INTERCREDITOR AGREEMENT (AS DEFINED BELOW) AND THE SECOND LIEN INTERCREDITOR AGREEMENT (AS DEFINED BELOW); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE FIRST LIEN INTERCREDITOR AGREEMENT AND SECOND LIEN INTERCREDITOR AGREEMENT.
GUARANTEE AGREEMENTGuarantee Agreement • September 18th, 2014 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York
GUARANTEE AGREEMENT, dated as of September 17, 2014 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by AG MORTGAGE INVESTMENT TRUST, INC., a Maryland corporation (the “REIT Guarantor”), and AG MIT, LLC, a Delaware limited liability company (the “Pledgor Guarantor” and, jointly and severally with REIT Guarantor, each a Guarantor and, collectively, the “Guarantors”), in favor of WELLS FARGO BANK, N.A., a national banking association (“Buyer”) and any of its parent, subsidiary or affiliated companies.
