INDEMNIFICATION AGREEMENTIndemnification Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2021 (the “Effective Date”), by and between Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is entered into by and between Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), and Falcons I, LLC, a Delaware limited liability company and the external manager of the Company (the “Manager”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...Limited Partnership Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Delaware
Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Partnership taxable year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. This Section 1(c) is intended to constitute a qualified income offset under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
MORTGAGE LOAN PURCHASE AGREEMENT ANGEL OAK MORTGAGE FUND TRS (Purchaser) ANGEL OAK MORTGAGE SOLUTIONS LLC (Seller) Servicing Released Mortgage Loans Effective as of October 1, 2018Mortgage Loan Purchase Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Georgia
This is a Mortgage Loan Purchase and Servicing Agreement (the “Agreement”), dated and effective as of October 1, 2018, by and between ANGEL OAK MORTGAGE FUND TRS (and its successors and assigns, and any subsequent permitted holder or holders of the Mortgage Loans, the “Purchaser”) and ANGEL OAK MORTGAGE SOLUTIONS LLC, as seller (its successor and assigns, the “Seller”, as applicable).
SECOND AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
This Amended and Restated Master Repurchase Agreement, conformed through that certain Limited Waiver and Amendment to Amended and Restated Master Repurchase Agreement dated September 17, 2019 and that certain Second Amendment to Amended and Restated Master Repurchase Agreement dated March 5, 2021, (this “Agreement”) is dated as of November 20, 2018 and is made by and among Goldman Sachs Bank USA, as buyer (in such capacity, “Buyer”) and as Repo Agent (in such capacity, “Repo Agent”), Angel Oak Mortgage Fund TRS, a Delaware statutory trust (“Seller A”) and Angel Oak Mortgage, Inc., a Maryland corporation (“Seller B”), as sellers (each of Seller A and Seller B, a “Seller” and together, the “Sellers”). The Agreement amends and restates in its entirety that certain Master Repurchase Agreement dated as of October 24, 2018 by and among Buyer, Repo Agent and Sellers.
SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Maryland
THIS SHAREHOLDER RIGHTS AGREEMENT (as amended, modified or supplemented in accordance with the terms hereof, this “Agreement”) is entered into as of [·], 2021 by and among Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), Falcons I, LLC, a Delaware limited liability company (the “Manager”), and NHTV Atlanta Holdings LP, a Delaware limited partnership (the “Investor”).
SECOND AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
THIS SECOND AMENDED AND RESTATED GUARANTY AGREEMENT, dated as of March 5, 2021 (including any schedule attached hereto and as amended, restated, supplemented and otherwise modified from time to time, this “Guaranty Agreement”), is made by Angel Oak Mortgage Fund, LP, a Delaware limited partnership (“Guarantor”), in favor of Goldman Sachs Bank USA, as Buyer (in such capacity, “Buyer”) and as Repo Agent (in such capacity, “Repo Agent”), a New York State-chartered bank. This Guaranty Agreement amends and restates in its entirety that certain Amended and Restated Guaranty Agreement dated as of November 20, 2018 by and among Guarantor, Buyer and Repo Agent.
STOCKHOLDER’S AGREEMENTStockholder’s Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Maryland
THIS STOCKHOLDER’S AGREEMENT (as amended, modified or supplemented in accordance with the terms hereof, this “Agreement”) is entered into as of [·], 2021 by and among Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), Falcons I, LLC, a Delaware limited liability company (the “Manager”), and VPIP AO MF LLC, a Delaware limited liability company (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is entered into by and between Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), and CPPIB Credit Investments Inc., a corporation organized under the federal laws of Canada (the “Investor”).
MANAGEMENT AGREEMENT by and among ANGEL OAK MORTGAGE, INC., ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP and FALCONS I, LLCManagement Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
MANAGEMENT AGREEMENT, dated as of [·], 2021, by and among Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), Angel Oak Mortgage Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and Falcons I, LLC, a Delaware limited liability company (the “Manager”).
MASTER REPURCHASE AGREEMENT among NOMURA CORPORATE FUNDING AMERICAS, LLC, as Buyer ANGEL OAK MORTGAGE, INC., as a Seller and ANGEL OAK MORTGAGE FUND TRS, as a Seller Dated as of December 6, 2018Master Repurchase Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
SCHEDULE 1-A REPRESENTATIONS AND WARRANTIES RE: HOME$ENSE MORTGAGE LOANS, PORTFOLIO SELECT MORTGAGE LOANS, PLATINUM MORTGAGE LOANS, PRIME JUMBO MORTGAGE LOANS, INVESTOR MORTGAGE LOANS AND AGENCY MORTGAGE LOANS
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Georgia
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Among DEUTSCHE BANK AG, NEW YORK BRANCH, as Buyer ANGEL OAK MORTGAGE FUND TRS, as a Seller and ANGEL OAK MORTGAGE, INC., as a Seller June [ ], 2021Master Repurchase Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
THIS AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of June [ ], 2021, by and among Deutsche Bank AG, New York Branch (“Buyer”), Angel Oak Mortgage Fund TRS, a Delaware statutory trust (“Trust Seller” or a “Seller), and Angel Oak Mortgage, Inc., a Maryland corporation (“REIT Seller” or a “Seller”, and together with Trust Seller, collectively, “Sellers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ · ], 2021, is entered into by and among Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), the Lead Investors, the Angel Oak Investors and the Other Investors (as each term is defined below).
AMENDED AND RESTATED VARIABLE TERMS LETTER (Master Repurchase Agreement)Variable Terms Letter • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate
MORTGAGE LOAN PURCHASE AGREEMENT ANGEL OAK MORTGAGE FUND TRS, (Purchaser) ANGEL OAK PRIME BRIDGE, LLC (Seller and Servicer) Servicing Retained Mortgage Loans Effective as of October 1, 2018Mortgage Loan Purchase Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Georgia
This is a Mortgage Loan Purchase Agreement (the “Agreement”), dated and effective as of October 1, 2018, by and between ANGEL OAK MORTGAGE FUND TRS, (and its successors and assigns, and any subsequent permitted holder or holders of the Mortgage Loans, the “Purchaser ‘) and ANGEL OAK PRIME BRIDGE, LLC, as servicer and seller (in such capacity and its successor and assigns, the “Servicer” or “Seller”, as applicable).
MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Delaware
THIS MASTER REPURCHASE AGREEMENT (as amended, extended or otherwise modified, supplemented or replaced from time to time, this “Agreement”) is dated as of December 21, 2018, by and among Banc of California, National Association (“Buyer”), Angel Oak Mortgage, Inc. (“Seller 1”) and Angel Oak Mortgage Fund TRS (“Seller 2” and together with Seller 1, each individually and collectively referred to herein as the “Seller”).
