Common use of Employment; Noncompetition; Nondisclosure Clause in Contracts

Employment; Noncompetition; Nondisclosure. Except as would not be material to the Company, the Company has not been notified that any executive officer or key employee of the Company, the Manager or Xxxxxx, Xxxxxx & Co., L.P. (“Xxxxxx, Xxxxxx”), or significant number of the residential mortgage backed securities (“RMBS”) or commercial mortgage backed securities (“CMBS”) members of the investment teams of the Company, the Manager or Xxxxxx, Xxxxxx plan to terminate his, her or their employment with his, her or their current employer. Neither the Manager, Xxxxxx, Xxxxxx, nor any executive officer or key employee of the Manager or Xxxxxx, Xxxxxx is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company, the Manager or Xxxxxx, Xxxxxx as described in the Management Agreement, dated June 29, 2011, by and between, the Company and the Manager, as amended (the “Management Agreement”), the Registration Statement, the General Disclosure Package or the Prospectus.

Employment; Noncompetition; Nondisclosure. Except as would not be material to the Company, the Company has not been notified that any executive officer or key employee of the Company, AG REIT Management, LLC (the Manager “Manager”) or Xxxxxx, Xxxxxx & Co., L.P. (“Xxxxxx, Xxxxxx”), or significant number of members of the residential mortgage mortgage-backed securities (“RMBS”) or commercial mortgage mortgage-backed securities (“CMBS”) members of the investment teams of the Company, the Manager or Xxxxxx, Xxxxxx plan to terminate his, her or their employment with his, her or their current employer. Neither the Manager, Xxxxxx, Xxxxxx, nor any executive officer or key employee of the Manager or Xxxxxx, Xxxxxx is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company, the Manager or Xxxxxx, Xxxxxx as described in the Management Agreement, dated June 29, 2011, by and between, the Company and the Manager, as amended (the “Management Agreement”), the Registration Statement, the General Disclosure Package or the Final Prospectus.

Employment; Noncompetition; Nondisclosure. Except as would not be material to the Company, the Company has not been notified that any executive officer or key employee of the Company, AG REIT Management, LLC (the Manager “Manager”) or Xxxxxx, Xxxxxx & Co., L.P. (“Xxxxxx, Xxxxxx”), or significant number of members of the residential mortgage mortgage-backed securities (“RMBS”) or commercial mortgage mortgage-backed securities (“CMBS”) members of the investment teams of the Company, the Manager or Xxxxxx, Xxxxxx plan to terminate his, her or their employment with his, her or their current employer. Neither the Manager, Xxxxxx, Xxxxxx, nor any executive officer or key employee of the Manager or Xxxxxx, Xxxxxx is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company, the Manager or Xxxxxx, Xxxxxx as described in the Management Agreement, dated June 29, 2011, by and between, the Company and the ManagerManager (as amended, as amended (the “Management Agreement”), the Registration Statement, the General Disclosure Package or the Final Prospectus.

Employment; Noncompetition; Nondisclosure. Except as would not be material to the Company, the The Company has not been notified that any executive officer or key employee of the Company, AG REIT Management, LLC (the Manager “Manager”) or Xxxxxx, Xxxxxx & Co., L.P. (“Xxxxxx, Xxxxxx”), or significant number of members of the residential mortgage mortgage-backed securities (“RMBS”) or commercial mortgage mortgage-backed securities (“CMBS”) members of the investment teams of the Company, the Manager or Xxxxxx, Xxxxxx plan to terminate his, her or their employment with his, her or their current employer. Neither the Manager, XxxxxxAngelo, XxxxxxGordon, nor any executive officer or key employee of the Manager or Xxxxxx, Xxxxxx is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company, the Manager or Xxxxxx, Xxxxxx as described in the Management Agreement, dated June 29, 2011, by and between, the Company and the Manager, as amended Manager (the “Management Agreement”), the Registration Statement, the General Disclosure Package or the Prospectus.

Employment; Noncompetition; Nondisclosure. Except as would not be material to the Company, the The Company has not been notified that any executive officer or key employee of the Company, AG REIT Management, LLC (the Manager “Manager”) or Xxxxxx, Xxxxxx & Co., L.P. (“Xxxxxx, Xxxxxx”), or significant number of the residential mortgage backed securities (“RMBS”) or commercial mortgage backed securities (“CMBS”) members of the investment teams of the Company, the Manager or Xxxxxx, Xxxxxx plan to terminate his, her or their employment with his, her or their current employer. Neither the Manager, XxxxxxAngelo, XxxxxxGordon, nor any executive officer or key employee of the Manager or Xxxxxx, Xxxxxx is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company, the Manager or Xxxxxx, Xxxxxx as described in the Management Agreement, dated June 29, 2011, by and between, the Company and the Manager, as amended Manager (the “Management Agreement”), the Registration Statement, the General Disclosure Package or the Prospectus.

Employment; Noncompetition; Nondisclosure. Except as would not be material to the Company, the The Company has not been notified that any executive officer or key employee of the Company, AG REIT Management, LLC (the Manager “Manager”) or Xxxxxx, Xxxxxx & Co., L.P. (“Xxxxxx, Xxxxxx”), or significant number of members of the residential mortgage mortgage-backed securities (“RMBS”) or commercial mortgage mortgage-backed securities (“CMBS”) members of the investment teams of the Company, the Manager or Xxxxxx, Xxxxxx plan to terminate his, her or their employment with his, her or their current employer. Neither the Manager, XxxxxxAngelo, XxxxxxGordon, nor any executive officer or key employee of the Manager or Xxxxxx, Xxxxxx is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company, the Manager or Xxxxxx, Xxxxxx as described in the Management Agreement, dated June 29, 2011, by and between, the Company and the Manager, as amended Manager (the “Management Agreement”), the Registration Statement, the General Disclosure Package or the Final Prospectus.