0001047469-17-004007 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 15th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 7th day of April, 2017, by and between Granite Point Mortgage Trust Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among MORGAN STANLEY BANK, N.A. as Buyer and TH COMMERCIAL MS II, LLC as Seller
Master Repurchase and Securities Contract Agreement • June 15th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

This Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of February 18, 2016, and is made by and among MORGAN STANLEY BANK, N.A., as buyer (together with its successors and assigns, “Buyer”) and TH COMMERCIAL MS II, LLC, a Delaware limited liability company, as seller (“Seller”).

DIRECTOR DESIGNATION AGREEMENT
Director Designation Agreement • June 15th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • Maryland

This DIRECTOR DESIGNATION AGREEMENT (the “Agreement”), dated as of June 14, 2017, is entered into by and among Granite Point Mortgage Trust Inc., a Maryland corporation (the “Company”), and Two Harbors Investment Corp., a Maryland corporation (“Two Harbors”).

MANAGEMENT AGREEMENT
Management Agreement • June 15th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • New York

This Management Agreement is made as of , 2017, by and between Granite Point Mortgage Trust Inc., a Maryland corporation (together with its subsidiaries, the “Company”), and Pine River Capital Management L.P., a Delaware limited partnership (the “Manager”).

CONTRIBUTION AGREEMENT
Contribution Agreement • June 15th, 2017 • Granite Point Mortgage Trust Inc. • Real estate investment trusts • Delaware

THIS CONTRIBUTION AGREEMENT is made and entered into as of June [·], 2017 (this “Agreement”), by and among Granite Point Mortgage Trust Inc., a Maryland corporation (the “REIT”), Granite Point Operating Company LLC, a Delaware limited liability company ( “GP LLC”), Two Harbors Operating Company LLC, a Delaware limited liability company (“Two Harbors LLC”), and for the purposes of ARTICLE IV, ARTICLE V and ARTICLE VI, Two Harbors Investment Corp. (“Two Harbors”). Certain capitalized terms are defined in Section 7.02 of this Agreement.

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