At Market Issuance Sales AgreementArmour Residential REIT, Inc. • August 31st, 2017 • Real estate investment trusts • New York
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), and ARMOUR Capital Management, LP (the “Manager”) confirm their agreement (this “Agreement”) with FBR Capital Markets & Co. (“FBR” or the “Agent”), as follows:
SIDLEY AUSTIN LLP787 SEVENTH AVENUE NEW YORK, NY 10019+1 212 839 5300+1 212 839 5599 AMERICA ASIA PACIFIC EUROPEArmour Residential REIT, Inc. • August 31st, 2017 • Real estate investment trusts
This opinion is being furnished to you in connection with that At Market Issuance Sales Agreement (“Sales Agreement”), dated August 30, 2017, among ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), ARMOUR Capital Management, LP, a Delaware limited partnership and the external manager of the company (the “Manager”), and FBR Capital Markets & Co. (the “FBR”), in connection with certain United States federal income tax matters in regard to the Company’s issuance and sale through FBR, acting as agent and/or principal, an aggregate of up to 2,000,000 shares of the Company’s 7.875% Series B Preferred Stock, par value $0.001 per share (the “Preferred Stock”), under the Securities Act of 1933, as amended, and related rules and regulations (the “1933 Act”), described in the prospectus, dated May 1, 2015, which forms a part of the Registration Statement of the Company on Form S-3 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated August 30, 2017 (th
