Arlington Asset Investment Corp. Sample Contracts

Exhibit 4.4
Friedman Billings Ramsey Group Inc • August 7th, 2003 • Real estate investment trusts • Virginia
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TO --------------------- Trustee Indenture
Friedman Billings Ramsey Group Inc • August 7th, 2003 • Real estate investment trusts • Virginia
EXHIBIT 1 JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., ERIC F. BILLINGS, AND EMANUEL J. FRIEDMAN WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934 (the "Act"), only one joint statement and...
Joint Filing Agreement • September 11th, 2003 • Friedman Billings Ramsey Group Inc • Real estate investment trusts

WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934 (the "Act"), only one joint statement and any amendments thereto need to be filed whenever one or more persons are required to file such a statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement or amendments thereto is filed on behalf of each of them;

MAY 24, 2013 ARLINGTON ASSET INVESTMENT CORP. AS COMPANY, AND RBC CAPITAL MARKETS, LLC AS AGENT EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 28th, 2013 • Arlington Asset Investment Corp. • Investors, nec • New York

ARLINGTON ASSET INVESTMENT CORP., a corporation organized under the laws of Virginia (the “Company”) confirms its agreement (this “Agreement”) with RBC CAPITAL MARKETS, LLC (the “Agent”) as follows:

6,000,000 Shares ARLINGTON ASSET INVESTMENT CORP. Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 22nd, 2019 • Arlington Asset Investment Corp. • Investors, nec • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • July 12th, 2021 • Arlington Asset Investment Corp. • Real estate investment trusts • New York

Arlington Asset Investment Corp., a Virginia corporation (the “Company”), proposes, subject to the conditions hereinafter stated, to issue and sell to the public through the several Underwriters named in Schedule I attached hereto (the “Underwriters”), an aggregate principal amount of $33,500,000 of the Company’s 6.00% Senior Notes due 2026 (the “Firm Securities”), pursuant to and in accordance with the terms and conditions of this underwriting agreement (this “Agreement”) in connection with the public offering (the “Offering”) and sale of the Firm Securities. In addition, the Company proposes to issue and sell to the Underwriters, upon the terms and conditions set forth in Section 3(b) hereof, up to an additional $5,000,000 aggregate principal amount of the Company’s 6.00% Senior Notes due 2026 (the “Optional Securities”). The Firm Securities and the Optional Securities are, collectively, hereinafter called the “Securities.” The Securities are to be issued pursuant to the provisions o

ARLINGTON ASSET INVESTMENT CORP. 3,000,000 Shares of Class A Common Stock* UNDERWRITING AGREEMENT March 8, 2013
Underwriting Agreement • March 13th, 2013 • Arlington Asset Investment Corp. • Investors, nec • New York

Arlington Asset Investment Corp., a Virginia corporation (the “Company”), proposes to issue and sell, subject to the conditions hereinafter stated, to the several Underwriters named in Schedule I attached hereto (the “Underwriters”) an aggregate of 3,000,000 shares (the “Firm Securities”) of its Class A common stock, $.01 par value per share (“Class A Common Stock”), pursuant to and in accordance with the terms and conditions of this underwriting agreement (this “Agreement”) in connection with the public offering (the “Offering”) and sale of such Firm Securities.

FBR CAPITAL MARKETS CORPORATION 12,830,450 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 29th, 2009 • Arlington Asset Investment Corp. • Real estate investment trusts • New York

a duly authorized officer of such Selling Stockholders that purports to list all orders, judgments or decrees binding on such Selling Stockholders, based solely on our review of such orders, judgments or decrees.

CREDIT AGREEMENT dated as of July 22, 2004 among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, as Administrative Agent
Credit Agreement • July 23rd, 2004 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • New York

CREDIT AGREEMENT dated as of July 22, 2004 among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., the LENDERS party hereto, and JPMORGAN CHASE BANK, as Administrative Agent.

AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • February 29th, 2008 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is made as of April 5, 2007, by and between FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia Corporation (“FBR Group”), and FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“FBR Capital Markets”).

AMENDED AND RESTATED VOTING AGREEMENT by and among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.), FBR TRS HOLDINGS, INC., FBR CAPITAL MARKETS CORPORATION, FOREST HOLDINGS (ERISA) LLC, and FOREST HOLDINGS LLC dated as...
Voting Agreement • May 20th, 2009 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is dated as of May 20, 2009, and is by and among Friedman, Billings, Ramsey Group, Inc. (d/b/a Arlington Asset Investment Corp.), a Virginia corporation (“FBR Group”), FBR TRS Holdings, Inc., a Virginia corporation (“FBR TRS”), FBR Capital Markets Corporation, a Virginia corporation (“FBR” or the “Company”), Forest Holdings (ERISA) LLC, a Delaware limited liability company (“Crestview ERISA”), and Forest Holdings LLC, a Delaware limited liability company (“Crestview LLC” and together with Crestview ERISA, “Crestview”). FBR Group, FBR TRS, the Company, and Crestview are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

TRADEMARK LICENSE AGREEMENT by and between FBR CAPITAL MARKETS CORPORATION and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.) Dated as of May 20, 2009
Trademark License Agreement • May 20th, 2009 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”) is dated as of the May 20, 2009 (the “Effective Date”), and is by and between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“Licensor”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, Inc (d/b/a ARLINGTON ASSET INVESTMENT CORP.), a Virginia corporation (“Licensee”) (each of Licensor and Licensee a “Party” and collectively, the “Parties”).

SERVICES AGREEMENT by and between FBR CAPITAL MARKETS CORPORATION and FREIDMAN, BILLINGS, RAMSEY GROUP, INC. Dated as of July 20, 2006
Services Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS SERVICES AGREEMENT, as amended, modified and in effect from time to time (this “Agreement”), is made as of July 20, 2006, by and between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“FBR Capital Markets”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (“FBR Group”).

EMPLOYMENT AGREEMENT OF RICHARD J. HENDRIX
Employment Agreement • May 12th, 2008 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 30, 2008, is hereby entered into by and between FBR Capital Markets Corporation, a Virginia corporation with its principal place of business at 1001 19 th street North, Arlington, VA 22209 (“FBCM” or the “Company”) and Richard J. Hendrix, residing at the address set forth on the signature page hereof (the “Executive”).

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • May 20th, 2009 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is dated as of May 18, 2009, and is by and among FBR CAPITAL MARKETS CORPORATION, a corporation organized under the laws of the Commonwealth of Virginia (the “Company”), FBR TRS HOLDINGS, INC., a corporation organized under the laws of the Commonwealth of Virginia (“Seller”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.), a corporation organized under the laws of the Commonwealth of Virginia (“Group”). The Company, Seller, and Group are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • August 10th, 2018 • Arlington Asset Investment Corp. • Investors, nec

Arlington Asset Investment Corp., a Virginia corporation (the “Company”), and JMP Securities LLC (the “Placement Agent”) are parties to that certain Equity Distribution Agreement dated as of February 22, 2017 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:

VOTING AGREEMENT by and among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR TRS HOLDINGS, INC., FBR CAPITAL MARKETS CORPORATION, FOREST HOLDINGS (ERISA) LLC, and FOREST HOLDINGS LLC dated as of July 20, 2006
Voting Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS VOTING AGREEMENT (the “Agreement“), dated as of July 20, 2006, is made by and among Friedman, Billings, Ramsey Group, Inc., a Virginia corporation, (“FBR Group“), FBR TRS Holdings, Inc., a Virginia corporation, (“FBR TRS“), FBR Capital Markets Corporation, a Virginia corporation, (“FBR“ or the “Company“), Forest Holdings (ERISA) LLC, a Delaware limited liability company, (“Crestview ERISA“) and Forest Holdings LLC, a Delaware limited liability company, (“Crestview LLC“ and together with Crestview ERISA, “Purchaser“).

AGREEMENT AND PLAN OF MERGER among ELLINGTON FINANCIAL INC., EF MERGER SUB INC., ARLINGTON ASSET INVESTMENT CORP. and, solely for the limited purposes set forth herein, ELLINGTON FINANCIAL MANAGEMENT LLC Dated as of May 29, 2023
Agreement and Plan of Merger • May 31st, 2023 • Arlington Asset Investment Corp. • Real estate investment trusts • Virginia

AGREEMENT AND PLAN OF MERGER, dated as of May 29, 2023 (this “Agreement”), by and among Ellington Financial Inc., a Delaware corporation (“Parent”), EF Merger Sub Inc., a Virginia corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), Arlington Asset Investment Corp., a Virginia corporation (the “Company”), and, solely for purposes of Section 2.7, Section 3.1(b)(i)(B), Section 3.3(a), Section 3.3(i), Article V, Section 6.8, Section 6.11, Section 7.2, Section 7.3, Section 8.2(b) and Article IX, Ellington Financial Management LLC, a Delaware limited liability company (“Parent Manager”).

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GOVERNANCE AGREEMENT by and among FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FBR TRS HOLDINGS, INC., FOREST HOLDINGS (ERISA) LLC, and FOREST HOLDINGS LLC dated as of July 20, 2006
Governance Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • New York

THIS GOVERNANCE AGREEMENT (the “Agreement“), dated as of July 20, 2006, relating to FBR Capital Markets Corporation (“FBR” or the “Company”) is made by and among Friedman, Billings, Ramsey Group, Inc., a Virginia corporation, (“FBR Group“), FBR TRS Holdings, Inc., a Virginia corporation, (“FBR TRS“), Forest Holdings (ERISA) LLC, a Delaware limited liability company (“Crestview ERISA“) and Forest Holdings LLC, a Delaware limited liability company (“Crestview LLC” and, together with Crestview ERISA, “Purchaser”).

FBR CAPITAL MARKETS CORPORATION Incentive Stock Option Agreement
Incentive Stock Option Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”), dated as of the __ day of _______, 2006, between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (the “U”), and ___________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2006 Long-Term Incentive Plan (the “U”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the meaning given them in the Plan.

RIGHTS AGREEMENT dated as of June 5, 2009 between FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY LLC Rights Agent
Rights Agreement • June 5th, 2009 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

RIGHTS AGREEMENT, dated as of June 5, 2009 (the “Agreement”), between Friedman, Billings, Ramsey Group, Inc., a Virginia corporation doing business as Arlington Asset Investment Corp. (the “Company”), and American Stock Transfer & Trust Company LLC, a New York limited liability company (the “Rights Agent”).

CORPORATE AGREEMENT by and between FBR CAPITAL MARKETS CORPORATION and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. dated as of July 20, 2006
Corporate Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS CORPORATE AGREEMENT (“Agreement”) is entered into as of July 20, 2006 by and between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“FBR Capital Markets”) and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (“FBR Group”).

PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts

This PROFESSIONAL SERVICES AGREEMENT, dated as of July 20, 2006 (the “Agreement”), between FBR Capital Markets Corporation, a Virginia Corporation (the “Company”), and Crestview Advisors, L.L.C., a Delaware limited liability company (“Crestview”).

CONTRIBUTION AGREEMENT by and between FBR TRS HOLDINGS, INC. and FBR CAPITAL MARKETS CORPORATION dated as of July 20, 2006
Contribution Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this day of July 20, 2006 by and between FBR TRS HOLDINGS, INC., a Virginia corporation (“Contributor”) and FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“Acquirer”).

AMENDMENT NO. 1 TO CORPORATE AGREEMENT
Corporate Agreement • February 29th, 2008 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS AMENDMENT NO. 1 TO CORPORATE AGREEMENT (this “Amendment”) is entered into as of April 5, 2007, by and between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“FBR Capital Markets”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (“FBR Group”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • May 20th, 2009 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated as of May 20, 2009, and is by and between FBR CAPITAL MARKETS CORPORATION, a corporation organized under the laws of the Commonwealth of Virginia (“CMC”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.), a corporation organized under the laws of the Commonwealth of Virginia (“Group”). CMC and Group are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

TAX SHARING AGREEMENT by and between FBR TRS HOLDINGS, INC. and FBR CAPITAL MARKETS CORPORATION dated as of July 20, 2006
Tax Sharing Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS TAX SHARING AGREEMENT (“Agreement”) is made and effective as of the 20th day of July 2006, by and between FBR TRS Holdings, Inc., a Virginia corporation (“TRS Holdings”), and FBR Capital Markets Corporation, a Virginia corporation (“FBR Capital Markets”).

TRADEMARK LICENSE AGREEMENT by and between FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. and FBR CAPITAL MARKETS CORPORATION dated as of July 20, 2006
Trademark License Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

This TRADEMARK LICENSE AGREEMENT (“Agreement”) dated as of the 20th day of July, 2006 (the “Effective Date”) is entered into by and between FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., a Virginia corporation (“Licensor”) and FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“Licensee”) (each of Licensor and Licensee a “Party” and collectively, the “Parties”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 20th, 2009 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • Virginia

THIS TRANSITION SERVICES AGREEMENT, as amended, modified and in effect from time to time (this “Agreement”), is made as of May 20, 2009, by and between FBR CAPITAL MARKETS CORPORATION, a Virginia corporation (“FBR Capital Markets”), and FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a ARLINGTON ASSET INVESTMENT CORP.), a Virginia corporation (“FBR Group”).

INVESTMENT AGREEMENT by and among FOREST HOLDINGS LLC FOREST HOLDINGS (ERISA) LLC and FBR CAPITAL MARKETS CORPORATION Dated as of July 19, 2006
Investment Agreement • July 26th, 2006 • Friedman Billings Ramsey Group Inc • Real estate investment trusts • New York

THIS INVESTMENT AGREEMENT is made and entered into as of the 19th day of July, 2006, by and among Forest Holdings LLC and Forest Holdings (ERISA) LLC (each, a “Purchaser” and, together, the “Purchasers”) and FBR Capital Markets Corporation (the “Company”).

Performance Share Award Agreement
Performance Share Award Agreement • July 15th, 2014 • Arlington Asset Investment Corp. • Investors, nec • Virginia

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of the __ day of __________, 201_, governs the Performance Share award granted by ARLINGTON ASSET INVESTMENT CORP. (the “Company”), to ____________________ (the “Participant”), in accordance with and subject to the provisions of the Company’s 2014 Long-Term Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

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