EXHIBIT 1.1 LUMINENT MORTGAGE CAPITAL, INC. 10,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT March 29, 2004 FRIEDMAN, BILLINGS, RAMSEY & CO., INC. CREDIT SUISSE FIRST BOSTON LLC JMP SECURITIES LLC FLAGSTONE SECURITIES, LLC as Representatives...Underwriting Agreement • March 29th, 2004 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
EXHIBIT 10.2.1.2 LUMINENT MORTGAGE CAPITAL, INC. 2003 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this "Option Agreement") by and between Luminent Mortgage Capital, Inc., a Maryland corporation (the...Incentive Stock Option Agreement • August 14th, 2003 • Luminent Mortgage Capital Inc • Maryland
EXHIBIT 10.3 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this "Agreement") is made as of ________, 2003, by and between Luminent Mortgage Capital, Inc., a Maryland corporation (the "Company"), and ____________, a [director and/or officer] of the...Indemnification Agreement • August 14th, 2003 • Luminent Mortgage Capital Inc • Maryland
EXHIBIT 10.2.1.3 LUMINENT MORTGAGE CAPITAL, INC. 2003 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Option Agreement") by and between Luminent Mortgage Capital, Inc., a Maryland corporation...Nonqualified Stock Option Agreement • August 14th, 2003 • Luminent Mortgage Capital Inc • Maryland
LUMINENT MORTGAGE CAPITAL, INC., IssuerIndenture • January 19th, 2005 • Luminent Mortgage Capital Inc • Real estate investment trusts
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of June 11, 2003, by and among (i) Luminent Mortgage Capital, Inc., a Maryland corporation (the "Company"), (ii) Friedman,...Registration Rights Agreement • August 14th, 2003 • Luminent Mortgage Capital Inc • New York
LUMINENT MORTGAGE CAPITAL, INC.Sales Agreement • February 8th, 2005 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
LUMINENT MORTGAGE CAPITAL, INC., a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement” ) is made and entered into as of June 5, 2007 between Luminent Mortgage Capital, Inc., a Maryland corporation (the “Company”), and Bear, Stearns & Co. Inc. (the “Initial Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2008 • Luminent Mortgage Capital Inc • Real estate investment trusts • Colorado
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 30, 2008 between Luminent Mortgage Capital, Inc., a Maryland corporation having its principal place of business at 1515 Market Street, Suite 2000, Philadelphia, Pennsylvania 19102 (the “Employer”) and Barry Weiss, an individual residing at 9177 S. Buck Hill Dr., Littleton, CO. 90126 (the “Executive”).
Luminent Mortgage Capital, Inc. 6,000,000 Shares Common Stock ($0.001 par value per Share) Underwriting AgreementUnderwriting Agreement • October 17th, 2006 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
Luminent Mortgage Capital, Inc, a Maryland corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A attached hereto (the “Underwriters”), for whom you are acting as representative, an aggregate of 6,000,000 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 900,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
PURCHASE AGREEMENTPurchase Agreement • June 6th, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
Luminent Mortgage Capital, Inc, a Maryland corporation qualified as a real estate investment trust (the “Company”), Maia Mortgage Finance Statutory Trust (“Maia”), Mercury Mortgage Finance Statutory Trust (“Mercury”) and Saturn Portfolio Management, Inc. (“Saturn”) (collectively, the “Guarantors”) confirm their agreement with Bear, Stearns & Co. Inc. (the “Initial Purchaser”), with respect to the issue and sale by the Company, and the purchase by the Initial Purchaser of $90,000,000 aggregate principal amount of 8.125% Convertible Senior Notes due 2027 of the Company (the “Initial Securities”) of the Company, and with respect to the grant of the option described in Section 1(b) hereof to purchase all or any part of an additional $20,000,000 aggregate principal amount of 8.125% Convertible Senior Notes due 2027 of the Company (the “Option Securities” and, together with the Initial Securities, the “Securities”). The Securities are to be issued pursuant to an Indenture, to be dated as of
SEPARATION AGREEMENT AND RELEASESeparation Agreement • June 3rd, 2008 • Luminent Mortgage Capital Inc • Real estate investment trusts • Pennsylvania
This Separation Agreement and Release (“Agreement”) is made and entered as of May 30, 2008, by and between Dimitri Papatheoharis, an adult individual (“Employee”, “you” or “your”), and Luminent Mortgage Capital, Inc., a Maryland corporation having its principal place of business at One Commerce Square, 21st Floor, 2005 Market Street, Philadelphia, Pennsylvania 19103, (“Company”).
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT Dated as of September 26, 2007 among LUMINENT MORTGAGE CAPITAL, INC., and THE SUBSIDIARIES OF THE BORROWER PARTIES HERETO, as Grantors and ARCO CAPITAL CORPORATION LTD., as Secured PartySecurity and Pledge Agreement • October 1st, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT, dated as of September 26, 2007 (as this agreement may be amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Security Agreement”), among (i) LUMINENT MORTGAGE CAPITAL, INC., a Maryland corporation, as the Borrower; (ii) each Subsidiary of the Borrower listed on Schedule I hereto (such Subsidiaries listed on such Schedule I and such Subsidiaries of the Borrower as may hereafter become parties hereto by executing an instrument of assumption and joinder, shall be referred to herein collectively, as the “Subsidiary Guarantors” and individually, as a “Subsidiary Guarantor”; the Subsidiary Guarantors and the Borrower are referred to herein collectively, as the “Grantors”); and (iv) Arco Capital Corporation Ltd., a corporation organized under the laws of the Cayman Islands (the “Lender”), as Secured Party.
LUMINENT MORTGAGE CAPITAL, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2003 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 6th, 2004 • Luminent Mortgage Capital Inc • Real estate investment trusts • California
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of (the “Award Date”), by and between Luminent Mortgage Capital, Inc., a Maryland corporation (the “Company”), and Seneca Capital Management, LLC, a California limited liability company (the “Manager”).
LUMINENT MORTGAGE CAPITAL, INC., AS ISSUER, MAIA MORTGAGE FINANCE STATUTORY TRUST, MERCURY MORTGAGE FINANCE STATUTORY TRUST AND SATURN PORTFOLIO MANAGEMENT, INC., AS GUARANTORS AND WELLS FARGO BANK, N.A., AS TRUSTEE INDENTURE DATED AS OF JUNE 5, 2007...Indenture • June 6th, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
INDENTURE, dated as of June 5, 2007, among Luminent Mortgage Capital, Inc., a Maryland corporation (hereinafter called the “Issuer”), having its principal executive office at 101 California Street, Suite 1350, San Francisco, California 94111, the Guarantors (as defined herein) and Wells Fargo Bank, N.A., a national banking association organized under the laws of the United States, as trustee hereunder (hereinafter called the “Trustee”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 13th, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 7, 2007 (this “Amendment”), by and between LUMINENT MORTGAGE CAPITAL, INC., a Corporation organized under the laws of the State of Maryland corporation (the “Borrower”), and ARCO CAPITAL CORPORATION LTD., a corporation organized under the laws of the Cayman Islands (the “Lender”).
LUMINENT MORTGAGE CAPITAL, INC. NOTELoan Agreement • September 18th, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • Maryland
The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding, from the date such amount is advanced by the Lender to the Borrower until paid in full at the rates and at the times which shall be determined in accordance with the provisions of the Credit Agreement (as amended as of September 12, 2007, the “Credit Agreement”) dated as of August 21, 2007 between the Borrower and the Lender.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 20th, 2008 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 16, 2008 (this “Amendment”), by and between LUMINENT MORTGAGE CAPITAL, INC., a Corporation organized under the laws of the State of Maryland corporation (the “Borrower”), and ARCO CAPITAL CORPORATION LTD., a corporation organized under the laws of the Cayman Islands (the “Lender”).
LUMINENT MORTGAGE CAPITAL, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 12th, 2005 • Luminent Mortgage Capital Inc • Real estate investment trusts • Maryland
This Restricted Stock Award Agreement (this “Agreement”) is dated as of the 28th day of December 2004 (the “Award Date”), by and between Luminent Mortgage Capital, Inc., a Maryland corporation (the “Corporation”) and Christopher J. Zyda (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • October 1st, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • Pennsylvania
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of September 28, 2007 between Luminent Mortgage Capital, Inc. (the “Company”), a Maryland corporation, and Eleanor Cornfeld Melton, a sole proprietor (the “Consultant”).
AMENDMENT NO. 1 to EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • Pennsylvania
THIS AMENDMENT NO. 1 (this “Amendment”) dated as of October 22, 2007 to EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 20, 2005 between Luminent Mortgage Capital, Inc., a Maryland corporation having its principal place of business at 101 California Street, Suite 1350, San Francisco, California 94111 (the “Employer”) and S. Trezevant Moore, Jr., an individual residing at 113 Woods Lane, Radnor, Pennsylvania, 19087 (the “Executive”).
MANAGEMENT AGREEMENTManagement Agreement • April 1st, 2005 • Luminent Mortgage Capital Inc • Real estate investment trusts • California
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT is made as of March 1, 2005 (the “Effective Date”), by and between (i) Luminent Mortgage Capital, Inc., a Maryland corporation (the “Company”), and (ii) Seneca Capital Management, LLC, a California limited liability company (the “Manager”).
POST-PETITION LOAN AND SECURITY AGREEMENT By and Among LUMINENT MORTGAGE CAPITAL, INC., MAIA MORTGAGE FINANCE STATUTORY TRUST, MERCURY MORTGAGE FINANCE STATUTORY TRUST, PROSERPINE, LLC, SATURN PORTFOLIO MANAGEMENT, INC., LUMINENT CAPITAL MANAGEMENT,...Loan and Security Agreement • September 16th, 2008 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
This POST-PETITION LOAN AND SECURITY AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”), dated as of September 5, 2008, by and among Luminent Mortgage Capital, Inc., a Maryland corporation (“Luminent”), Maia Mortgage Finance Statutory Trust, a Maryland Business Trust (“Maia”), Mercury Mortgage Finance Statutory Trust, a Maryland Business Trust (“Mercury”), Proserpine, LLC, a Pennsylvania limited liability company (“Proserpine”), Saturn Portfolio Management, Inc. (“Saturn”), Luminent Capital Management, Inc. (“Luminent Capital”), Pantheon Holding Company, Inc., a Delaware corporation (“Pantheon”), Minerva Mortgage Finance Corp., a Maryland corporation (“Minerva”), Minerva CDO Delaware SPV, Inc., a Delaware corporation (“Minerva CDO”), and OT Realty Trust, a Maryland real estate investment trust (“OT”, together with Luminent, MAIA, Mercury, Proserpine, Saturn, Luminent Capital, Pantheon, Minerva, and Minerva CDO, the “Borrowers” or the “Debtors”), and Ar
JOINDER AGREEMENT TO COLLATERAL SECURITY, SETOFF AND NETTING AGREEMENTJoinder Agreement • May 15th, 2008 • Luminent Mortgage Capital Inc • Real estate investment trusts
With reference to that certain Collateral Security, Setoff and Netting Agreement dated as of December 7, 2007 (the “Master Netting Agreement”; capitalized terms used herein without definition have the meanings given in the Master Netting Agreement) by and among ARCO CAPITAL CORPORATION LTD. (“ACC”), the members of the ACC Group, on the one hand, and LUMINENT MORTGAGE CAPITAL, INC. (“Luminent”) and the members of the Luminent Group, on the other hand:
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2006 • Luminent Mortgage Capital Inc • Real estate investment trusts • California
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 20, 2005 between Luminent Mortgage Capital, Inc., a Maryland corporation having its principal place of business at One Market Street, Spear Tower, 30th Floor, San Francisco, California 94105 (the “Employer”) and Gail P. Seneca, whose address is P.O. Box 1018, Inverness, California 94937 (the “Executive”).
MANAGEMENT AGREEMENTManagement Agreement • October 30th, 2003 • Luminent Mortgage Capital Inc • Real estate investment trusts • California
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of June 11, 2003 (the “Effective Date”), by and between (i) Luminent Mortgage Capital, Inc., a Maryland corporation (the “Company”), and (ii) Seneca Capital Management, LLC, a California limited liability company (the “Manager”).
RETENTION AGREEMENTRetention Agreement • September 7th, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts
This Retention Agreement (the “Retention Agreement”) is entered into this 31st day of August, 2007, between Luminent Mortgage Capital, Inc. (the “Company”) and S. Trezevant Moore, Jr. (the “Executive”) (collectively referenced as “the Parties”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 7, 2007 between Luminent Mortgage Capital, Inc., a Maryland corporation having its principal place of business at 101 California Street, Suite 1350, San Francisco, California 94111 (the “Employer”) and Gail P. Seneca, whose address is P.O. Box 1018, Inverness, California 94937 (the “Executive”).
RETENTION AND SEPARATION AGREEMENTRetention and Separation Agreement • October 1st, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • Pennsylvania
THIS RETENTION AND SEPARATION AGREEMENT (the “Agreement”) is made and entered into by and between Ron Viera (“Employee”) and Proserpine, LLC (the “Company”) effective as of the date executed by Employee below.
CREDIT AGREEMENT Dated as of August 21, 2007 between LUMINENT MORTGAGE CAPITAL, INC. and ARCO CAPITAL CORPORATION LTD.Credit Agreement • August 27th, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
CREDIT AGREEMENT dated as of August 21, 2007 between LUMINENT MORTGAGE CAPITAL, INC., a corporation organized under the laws of the State of Maryland (the “Borrower”) and ARCO CAPITAL CORPORATION LTD., a corporation organized under the laws of the Cayman Islands (the “Lender”).
ContractSubsidiary Guarantee Agreement • August 27th, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York
SUBSIDIARY GUARANTEE AGREEMENT dated as of August 21, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of LUMINENT MORTGAGE CAPITAL, INC., a Maryland corporation (the “Borrower”), and ARCO CAPITAL CORPORATION LTD., a corporation organized under the laws of the Cayman Islands, as lender and secured party (the “Secured Party”).
SEPARATION AGREEMENTSeparation Agreement • October 1st, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • Pennsylvania
THIS SEPARATION AGREEMENT (the “Agreement”) is made and entered into by and between Eleanor Melton (“Employee”) and Proserpine, LLC (the “Company”) effective as of the date executed by Employee below.
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2003 • Luminent Mortgage Capital Inc • Real estate investment trusts • California
RETENTION AGREEMENTRetention Agreement • September 7th, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts
This Retention Agreement (the “Retention Agreement”) is entered into this 31st day of August, 2007, between Luminent Mortgage Capital, Inc. (the “Company”) and Christopher J. Zyda (the “Executive”) (collectively referenced as “the Parties”).
