AMENDMENT NO. 1 TO AT MARKET ISSUANCE SALES AGREEMENT
Exhibit 1.3
AMENDMENT NO. 1 TO AT MARKET ISSUANCE SALES AGREEMENT
August 25, 2021
JMP Securities LLC
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Ladies and Gentlemen:
Cherry Hill Mortgage Investment Corporation (the “Company”) and JMP
Securities LLC (the “Agent”) are parties to that certain At Market Issuance Sales Agreement, dated August 31, 2018 (the “Original
Agreement”). All capitalized terms not defined in this Amendment No. 1 to At Market Issuance Sales Agreement (this “Amendment”) shall have the meanings ascribed to
them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
1. Amendment to Original Agreement.
(a) All references to
the “Registration Statement” in the Original Agreement shall refer to the registration statement on Form S-3 (File No. 333-251078), originally filed by the Company with the Commission on December 2, 2020 and declared effective by the Commission
on August 6, 2021 (such registration statement, as the same may be amended from time to time, the “New Registration Statement”).
(b) All references to
the “Prospectus Supplement” in the Original Agreement shall refer to the prospectus supplement to the base prospectus included as part of the New Registration Statement specifically relating to the offering of the Placement Shares.
(c) All references to
the “Alternative Sales Agreement” in the Original Agreement shall refer to the At Market Issuance Sales Agreement, dated as of August 31, 2018, as amended by Amendment No. 1 to At Market Issuance Sales Agreement, date as of August 25, 2021, by
and between the Company and ▇. ▇▇▇▇▇ FBR, Inc., which has subsequently been renamed ▇. ▇▇▇▇▇ Securities, Inc.
(d) All references to
“August 31, 2018” set forth in Schedule 1 and Exhibit 7(l) of the Original Agreement are revised to read “August 31, 2018 (as amended by Amendment No. 1 to At Market Issuance Sales Agreement, dated August 25, 2021).
(e) All references to
“Company Counsel” in the Original Agreement shall refer to ▇▇▇▇▇ ▇▇▇▇▇ LLP and all references to “Agent Counsel” in the Original Agreement shall refer to Cozen ▇’▇▇▇▇▇▇ P.C.
(f) Clause (v) of
Section 9 of the Original Agreement shall be amended in its entirety to read as follows:
“(v) the fees and disbursements of Agent Counsel incurred in connection with this Agreement and the Alternative Sales Agreement and the
offering of the Placement Shares contemplated hereby and thereby not to exceed $75,000 in the aggregate,”
(g) Section 14 of the
Original Agreement shall be amended to replace ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. as a notice party for the Company as follows:
▇▇▇▇▇ ▇▇▇▇▇ LLP
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Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
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▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(h) Section 14 of the
Original Agreement shall be amended to replace ▇▇▇▇▇ ▇▇▇▇▇▇ LLP as a notice party for the Agent as follows:
Cozen O'Connor, P.C.
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Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
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(i) Schedule 3 to the
Original Agreement (Notice Parties) shall be amended to and restated in its entirety as follows:
The Company
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JMP Securities
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2. Miscellaneous Provisions.
(a) Except as
specifically set forth in this Amendment, all other provisions of the Original Agreement shall remain in full force and effect.
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(b) This Amendment,
together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto), constitutes the entire agreement, and supersedes all other prior and contemporaneous
agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment; provided, however, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement.
(c) This Amendment
shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and
federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the
address in effect for notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.
(d) The Company and the
Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Amendment or any transaction contemplated hereby.
(e) This Amendment may
be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.
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If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below
for that purpose, whereupon this Amendment shall constitute a binding amendment to the Original Agreement between the Company and the Agent.
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Very truly yours,
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Chief Financial Officer, Treasurer and Secretary
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Accepted as of the date first-above written:
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JMP SECURITIES LLC
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By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Managing Director
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