Javelin Mortgage Investment Corp. Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • February 10th, 2014 • Javelin Mortgage Investment Corp. • Real estate investment trusts • New York

We, [name], [title] of ARMOUR Residential Management LLC (the “Manager”), do hereby certify that this certificate is signed by us pursuant to the Distribution Agreement dated February 7, 2014 between JAVELIN Mortgage Investment Corp. (the “Company”), the Manager, and J.P. Morgan Securities LLC (the “Agreement”), and do hereby further certify on behalf of the Company, as follows:

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6,000,000 Shares JAVELIN Mortgage Investment Corp. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENT
Underwriting Agreement • May 13th, 2013 • Javelin Mortgage Investment Corp. • Real estate investment trusts • New York

JAVELIN Mortgage Investment Corp., a Maryland corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named on Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of 6,000,000 shares (the "Firm Shares") of the Company's common stock, $0.001 par value (the "Common Stock"). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters' option an aggregate of up to 900,000 additional shares of the Common Stock (the "Option Shares") as set forth below.

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6,000,000 Shares JAVELIN Mortgage Investment Corp. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • May 7th, 2013 • Javelin Mortgage Investment Corp. • Real estate investment trusts • New York

JAVELIN Mortgage Investment Corp., a Maryland corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named on Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of 6,000,000 shares (the "Firm Shares") of the Company's common stock, $0.001 par value (the "Common Stock"). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters' option an aggregate of up to 900,000 additional shares of the Common Stock (the "Option Shares") as set forth below.

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SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • February 26th, 2015 • Javelin Mortgage Investment Corp. • Real estate investment trusts • Florida

This SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT (the "Agreement") is entered into as of February 23, 2015 by and between (i) JAVELIN Mortgage Investment Corp., a Maryland corporation (the “REIT”), and (ii) ARMOUR CAPITAL MANAGEMENT LP, a Delaware limited partnership (the “Manager”).

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Registration Rights Agreement
Registration Rights Agreement • November 15th, 2012 • Javelin Mortgage Investment Corp. • Real estate investment trusts • Florida

This REGISTRATION RIGHTS AGREEMENT, dated as of October 5, 2012, is entered into by and between JAVELIN Mortgage Investment Corp., a Maryland corporation (the "Company"), and Staton Bell Blank Check LLC (the "Investor").

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FIRST AMENDED AND RESTATED SUB-MANAGEMENT AGREEMENT
Sub-Management Agreement • February 26th, 2015 • Javelin Mortgage Investment Corp. • Real estate investment trusts • Florida

This 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) JAVELIN Mortgage Investment Corp., a Maryland corporation, but solely with respect to Sections 1, 6(a), 11(a), 14(a), 14(b), 15, and 18 through 32 (the “REIT”).

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AGREEMENT AND PLAN OF MERGER DATED MARCH 1, 2016 AMONG JAVELIN MORTGAGE INVESTMENT CORP. ARMOUR RESIDENTIAL REIT, INC. AND JMI ACQUISITION CORPORATION
Agreement and Plan of Merger • March 2nd, 2016 • Javelin Mortgage Investment Corp. • 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.

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FORM OF MANAGEMENT AGREEMENT
Form of Management Agreement • September 6th, 2012 • Javelin Mortgage Investment Corp. • Real estate investment trusts • Florida

This MANAGEMENT AGREEMENT is entered into as of ______, 2012, by and between (i) JAVELIN Mortgage Investment Corp., a Maryland corporation (the “REIT”), and (ii) ARMOUR RESIDENTIAL MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).

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PURCHASE AGREEMENT
Purchase Agreement • December 16th, 2013 • Javelin Mortgage Investment Corp. • Real estate investment trusts • New York

This Purchase Agreement (this “Agreement”) is made and entered into as of December 16, 2013 (the “Closing Date”), by and between Bulldog Investors, LLC , a Delaware limited liability company, and including its members, officers, successors, agents, employees, assigns, affiliates and affiliated persons and any entities controlled directly or indirectly by any of the foregoing (collectively referred to herein as “Bulldog”) and JAVELIN Mortgage Investment Corp., a Maryland corporation (the “Company”).

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JAVELIN MORTGAGE INVESTMENT CORP. SECURITIES PURCHASE AGREEMENT
Javelin Mortgage Investment Corp. Securities Purchase Agreement • September 24th, 2012 • Javelin Mortgage Investment Corp. • Real estate investment trusts • Florida

SECURITIES PURCHASE AGREEMENT (this "Agreement") made as of this 24th day of September, 2012, by and among JAVELIN Mortgage Investment Corp., a Maryland corporation (the "Company"), and Barbican Capital REIT Fund LLC, a Delaware limited liability company (the "Purchaser").

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LICENSE AGREEMENT
License Agreement • November 15th, 2012 • Javelin Mortgage Investment Corp. • Real estate investment trusts • Maryland

THIS LICENSE AGREEMENT (this “Agreement”) is effective as of October 5, 2012 (the “Effective Date”) by and between ARMOUR Residential Management, LLC, a Delaware limited liability company (“Licensor” or “ARRM”) and JAVELIN Mortgage Investment Corp., a Maryland corporation (“Licensee”) (each a “Party” and collectively the “Parties”).

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STANDSTILL AGREEMENT
Standstill Agreement • December 16th, 2013 • Javelin Mortgage Investment Corp. • Real estate investment trusts • New York

This Agreement is entered into as of December 16, 2013 ( the “Agreement”), by and between (i) Bulldog Investors, LLC, a Delaware limited liability company, and including its members, officers, successors, agents, employees, assigns, current or future affiliates and affiliated persons and any entities controlled directly or indirectly by any of the foregoing, or with respect to which such person exercises voting discretion, whether such entities now exist or are organized in the future (collectively referred to herein as “Bulldog”), and (ii) JAVELIN Mortgage Investment Corp., a Maryland corporation and including its directors, officers, successors, agents, employees, assigns, current or future affiliates and affiliated persons and any entities controlled directly or indirectly by any of the foregoing, or with respect to which such person exercises voting discretion, whether such entities now exist or are organized in the future (“JMI” or the “Company” and together with Bulldog, the “Par

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FORM OF LICENSE AGREEMENT
Form of License Agreement • September 6th, 2012 • Javelin Mortgage Investment Corp. • Real estate investment trusts • Maryland

THIS LICENSE AGREEMENT (this “Agreement”) is effective as of __________ ___, 2012 (the “Effective Date”) by and between ARMOUR Residential Management, LLC, a Delaware limited liability company (“Licensor” or “ARRM”) and JAVELIN Mortgage Investment Corp., a Maryland corporation (“Licensee”) (each a “Party” and collectively the “Parties”).

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7,250,000 Shares JAVELIN Mortgage Investment Corp. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENT
Underwriting Agreement • November 15th, 2012 • Javelin Mortgage Investment Corp. • Real estate investment trusts • New York

JAVELIN Mortgage Investment Corp., a Maryland corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named on Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of 7,250,000 shares (the "Firm Shares") of the Company's common stock, $0.001 par value (the "Common Stock"). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters' option an aggregate of up to 1,087,500 additional shares of the Common Stock (the "Option Shares") as set forth below.

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CONFIDENTIAL
Javelin Mortgage Investment Corp. • March 8th, 2016 • Real estate investment trusts
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