REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ]th day of [ ], 2012, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company organized with limited liability (the “Company”), and Bimini Capital Management, Inc., a Maryland corporation (the “Shareholder”).
AMENDED & RESTATED JUNIOR SUBORDINATED INDENTURE between BIMINI MORTGAGE MANAGEMENT, INC. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee Dated as of September 26, 2005Junior Subordinated Indenture • November 6th, 2008 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
This Amended & Restated Junior Subordinated Indenture (as amended and restated, the “Indenture”), dated as of September 26, 2005, between Bimini Mortgage Management, Inc., a Maryland corporation (the “Company”), and JPMorgan Chase Bank, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).
SECOND AMENDED AND RESTATED TRUST AGREEMENT among BIMINI MORTGAGE MANAGEMENT, INC., as Depositor JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Property Trustee CHASE BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES...Trust Agreement • November 6th, 2008 • Bimini Capital Management, Inc. • Real estate investment trusts • Delaware
This Second Amended and Restated Trust Agreement, dated as of September 26, 2005 (as amended and restated, the “Trust Agreement”), among (i) Bimini Mortgage Management, Inc., a Maryland corporation (including any successors or permitted assigns, the “Depositor”), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Jeffrey J. Zimmer, an individual, Robert E. Cauley, an individual, and Amber K. Luedke, an individual, each of whose address is c/o Bimini Mortgage Management, Inc., 3305 Flamingo Drive, Vero Beach, FL 32963, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holder
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2004 • Bimini Mortgage Management Inc • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2003, by and among Bimini Mortgage Management, Inc., a Maryland corporation (the “Company”) and the initial Holders (as defined herein) listed on Schedule A hereto.
ContractManagement Agreement • February 21st, 2013 • Bimini Capital Management, Inc. • Real estate investment trusts • Maryland
BIMINI MORTGAGE MANAGEMENT, INC. Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2004 • Bimini Mortgage Management Inc • Real estate investment trusts • New York
FLAGSTONE SECURITIES, LLC as Representative of the several Underwriters c/o Flagstone Securities, LLC 7733 Forsyth, 19th Floor St. Louis, Missouri 63105
AGREEMENTSeverance Agreement • July 2nd, 2009 • Bimini Capital Management, Inc. • Real estate investment trusts • Florida
THIS AGREEMENT (the “Agreement”) is made and entered into this 30th day of June, 2009, between BIMINI CAPITAL MANAGEMENT, INC., a Maryland corporation (the “Company”) and ROBERT E. CAULEY (“Executive”). This Agreement replaces and supersedes the Severance Agreement between the Company and the Executive dated as of December 18, 2008. Certain capitalized terms used in this Agreement are defined in Section 7.
RIGHTS AGREEMENT dated as of December 21, 2015 between BIMINI CAPITAL MANAGEMENT, INC. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. Rights AgentRights Agreement • December 21st, 2015 • Bimini Capital Management, Inc. • Real estate investment trusts • Maryland
RIGHTS AGREEMENT, dated as of December 21, 2015 (the “Agreement”), between Bimini Capital Management, Inc., a Maryland corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the “Rights Agent”).
BIMINI MORTGAGE MANAGEMENT, INC. PHANTOM SHARE AWARD AGREEMENTPhantom Share Award Agreement • August 25th, 2004 • Bimini Mortgage Management Inc • Real estate investment trusts • Florida
AGREEMENT by and between Bimini Mortgage Management, Inc., a Maryland corporation (the “Company”) and Jeffrey J. Zimmer (the “Grantee”), dated as of the 13th day of August, 2004.
EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2006 • Opteum Inc. • Real estate investment trusts • Florida
EMPLOYMENT AGREEMENT dated as of September 29, 2005, by and between Opteum Financial Services, LLC with its principal place of business at W. 115 Century Road, Paramus, New Jersey 07652 (the “Company”), and Peter Norden, residing at the address set forth on the signature page hereof (the “Executive”).
BIMINI CAPITAL MANAGEMENT, INC. (FORMERLY OPTEUM INC. AND FORMERLY BIMINI MORTGAGE MANAGEMENT, INC.) RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 8th, 2007 • Bimini Capital Management, Inc. • Real estate investment trusts
AGREEMENT by and between Bimini Capital Management, Inc., a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the ___ day of _______________, 200_.
BIMINI CAPITAL MANAGEMENT, INC. (FORMERLY OPTEUM INC. AND FORMERLY BIMINI MORTGAGE MANAGEMENT, INC.) PHANTOM SHARE AWARD AGREEMENTPhantom Share Award Agreement • November 8th, 2007 • Bimini Capital Management, Inc. • Real estate investment trusts • Florida
AGREEMENT by and between Bimini Capital Management, Inc., a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the ___ day of ___________, 200_.
LOCK-UP AGREEMENTLock-Up Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
The undersigned agrees and consents to the entry of stop transfer instructions with FlatWorld’s transfer agent and registrar against, and authorizes FWAC Holdings to cause the transfer agent and registrar to decline, the transfer of relevant securities held by the undersigned except in compliance with the foregoing restrictions. Notwithstanding the foregoing, the undersigned may sell, contract to sell, dispose of, or otherwise transfer for value or otherwise, the Preferred Shares (or the Ordinary Shares into which they are convertible) (i) by gift, will or intestacy, (ii) by distribution to partners, members, shareholders, or beneficiaries of the undersigned, or (iii) to any wholly-owned direct or indirect subsidiary or subsidiaries of the undersigned; provided however, that in the case of a transfer pursuant to (i), (ii) or (iii) above, it shall be a condition to such transfer that the transferee execute an agreement
FWAC HOLDINGS SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
This FWAC HOLDINGS SHARE REPURCHASE AGREEMENT (this “Agreement”), is dated as of July 26, 2012, by and among FlatWorld Acquisition Corp., a British Virgin Island business company limited by shares (“FlatWorld”), and FWAC Holdings Limited, a British Virgin Island business company limited by shares (“Sponsor”).
THIS THIRD AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • November 18th, 2021 • Bimini Capital Management, Inc. • Real estate investment trusts
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • Virgin Islands
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ]th day of [ ], 2012, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company organized with limited liability (the “Company”), and FWAC Holdings Limited, a British Virgin Islands business company limited by shares (the “Initial Securityholder”). This Agreement amends and restates, in its entirety, that certain registration rights agreement between the Company and the Initial Securityholder dated as of December 9, 2010 (the “Original Registration Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2004 • Bimini Mortgage Management Inc • Real estate investment trusts • Florida
EMPLOYMENT AGREEMENT dated as of April 12, 2004, by and between Bimini Mortgage Management Inc. with its principal place of business at 3305 Flamingo Drive, Suite 100, Vero Beach, Florida 32963 (the “Company”), and Robert E. Cauley, residing at the address set forth on the signature page hereof (the “Executive”).
First Amendment to Management AgreementManagement Agreement • April 3rd, 2014 • Bimini Capital Management, Inc. • Real estate investment trusts
This First Amendment to Management Agreement (the “Amendment”) is entered into effective as of April 1, 2014 (the “Effective Date”), by and between Orchid Island Capital, Inc., a Maryland corporation (the “Company”), and Bimini Advisors, LLC, a Maryland limited liability company (“Manager”).
Second Amendment to Management AgreementManagement Agreement • July 3rd, 2014 • Bimini Capital Management, Inc. • Real estate investment trusts
This Second Amendment to Management Agreement (the “Amendment”) is entered into effective as of June 30, 2014 (the “Effective Date”), by and between Orchid Island Capital, Inc., a Maryland corporation (the “Company”), and Bimini Advisors, LLC, a Maryland limited liability company (“Manager”).
RETENTION AND SEVERANCE AGREEMENTRetention and Severance Agreement • April 18th, 2008 • Bimini Capital Management, Inc. • Real estate investment trusts • Florida
This Retention and Severance Agreement (this “Agreement”) is entered into this 18th day of April, 2008, between Bimini Capital Management, Inc. (the “Company”) and J. Christopher Clifton (the “Executive”) (collectively, the “Parties”).
SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OPTEUM FINANCIAL SERVICES, LLCLimited Liability Company Agreement • December 21st, 2006 • Opteum Inc. • Real estate investment trusts • Delaware
This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Opteum Financial Services, LLC (the “Company”), dated as of December 21, 2006 (this “Agreement”), is made and entered into by OPTEUM INC., a Maryland corporation (the “Opteum”), and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (“Citigroup” and, together with Opteum, the “Members”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • July 5th, 2007 • Opteum Inc. • Real estate investment trusts • New York
This Separation Agreement and General Release (“Separation Agreement”) is made by and between Opteum Inc., a Maryland corporation, and Opteum Financial Services, LLC, a Delaware limited liability company (collectively, the “Company”), and Peter Norden (“Executive”). The Company and the Executive may be referred to collectively herein from time to time as “the Parties.”
ContractSettlement Agreement • August 5th, 2015 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
AVM, L.P.Consulting Agreement • May 26th, 2004 • Bimini Mortgage Management Inc • Real estate investment trusts • Florida
INVESTMENT ALLOCATION AGREEMENTInvestment Allocation Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • Maryland
This INVESTMENT ALLOCATION AGREEMENT (this “Agreement”) is dated as of [ ], 2012, by and among FlatWorld Acquisition Corp., a British Virgin Islands business company limited by shares (the “Company”), Bimini Advisors, LLC, a Maryland limited liability company (the “Manager”), and Bimini Capital Management, Inc., a Maryland corporation (“Bimini”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • May 7th, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • Florida
This Settlement Agreement and Mutual Release (“Agreement”) is made and entered into as of January __, 2012 by and among (a) First Bank, as successor to Coast Bank of Florida (“Coast” or “Plaintiff”), and (b) Opteum Financial Services, LLC, now known as MortCo TRS LLC (“Opteum” or “Defendant”). Coast and Opteum shall collectively be referred to herein as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT Among BIMINI CAPITAL MANAGEMENT, INC., ORCHID ISLAND TRS, LLC and CITIGROUP GLOBAL MARKETS REALTY CORP. Dated as of May 27, 2008Membership Interest Purchase Agreement • May 29th, 2008 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of May 27, 2008, by and among CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (“Seller”), BIMINI CAPITAL MANAGEMENT, INC., a Maryland corporation (“Purchaser”), and ORCHID ISLAND TRS, LLC, a Delaware limited liability company (the “Company”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG BIMINI MORTGAGE MANAGEMENT, INC., BIMINI ACQUISITION LLC, OPTEUM FINANCIAL SERVICES, LLC AND THE MEMBERS NAMED HEREIN Dated as of September 29, 2005Merger Agreement • September 30th, 2005 • Bimini Mortgage Management Inc • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 29, 2005, is being entered into by and among OPTEUM FINANCIAL SERVICES, LLC, a Delaware limited liability company (the “Company”), BIMINI MORTGAGE MANAGEMENT, INC., a Maryland corporation (“Parent”), BIMINI ACQUISITION LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and PETER NORDEN, RICK FLOYD, MARTIN LEVINE, and solely for purposes of Article I, Section 2.1, Section 4.2, Article V, Article IX, Section 10.2, Section 11.1, Article XII, Article XIII, Article XIV, HELEN KAPLAN, AMY KAPLAN-SCHAEFER, JASON KAPLAN, LISA KAPLAN, MORRIS KAPLAN, MORRIS KAPLAN, AS CUSTODIAN FOR NATHAN KAPLAN, RONALD BLUMSTEIN, ALYSSA BLAKE NORDEN TRUST OF 1993, MICHAEL JARED NORDEN TRUST OF 1993 and AMY SUZANNE NORDEN TRUST OF 1993 (each a “Member” and together, the “Members”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribe
BIMINI MORTGAGE MANAGEMENT, INC. PHANTOM SHARE AWARD AGREEMENTPhantom Share Award Agreement • August 25th, 2004 • Bimini Mortgage Management Inc • Real estate investment trusts • Florida
AGREEMENT by and between Bimini Mortgage Management, Inc., a Maryland corporation (the “Company”) and George H. Haas IV (the “Grantee”), dated as of the 13th day of August, 2004.
BIMINI CAPITAL MANAGEMENT, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 29th, 2019 • Bimini Capital Management, Inc. • Real estate investment trusts • Maryland
This Indemnification Agreement (this “Agreement”) is made as of _________ by and between Bimini Capital Management, Inc., a Maryland corporation (the “Company”), and _________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
This WARRANT AGREEMENT (the “Agreement”) is made as of [August ], 2012 between FLATWORLD ACQUISITION CORP., a British Virgin Islands business company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
RETENTION AND SEVERANCE AGREEMENTRetention and Severance Agreement • April 18th, 2008 • Bimini Capital Management, Inc. • Real estate investment trusts • Florida
This Retention and Severance Agreement (this “Agreement”) is entered into this 18th day of April, 2008, between Bimini Capital Management, Inc. (the “Company”) and G. Hunter Haas, IV (the “Executive”) (collectively, the “Parties”).
ASSET PURCHASE AGREEMENT by and among OPTEUM FINANCIAL SERVICES, LLC, OPTEUM INC., and PROSPECT MORTGAGE COMPANY, LLC, Dated May 7, 2007 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 7th, 2007 • Opteum Inc. • Real estate investment trusts • New York
This Asset Purchase Agreement is made and entered into on May 7, 2007, by and among Prospect Mortgage Company, LLC, a Delaware limited liability company (the “Purchaser”), Opteum Financial Services, LLC, a Delaware limited liability company (the “Seller”), and, solely for purposes of Sections 6.5, 6.6, 6.7, 6.8, 6.9 and 6.17 hereof, Opteum Inc., a Maryland corporation (the “Unitholder”).
MEMBERSHIP INTEREST PURCHASE, OPTION AND INVESTOR RIGHTS AGREEMENT Among OPTEUM INC., OPTEUM FINANCIAL SERVICES, LLC and CITIGROUP GLOBAL MARKETS REALTY CORP. Dated as of December 21, 2006Membership Interest Purchase, Option and Investor Rights Agreement • December 21st, 2006 • Opteum Inc. • Real estate investment trusts • New York
MEMBERSHIP INTEREST PURCHASE, OPTION AND INVESTOR RIGHTS AGREEMENT, dated as of December 21, 2006, by and between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (“Purchaser”), OPTEUM INC., a Maryland corporation (“Parent”), and OPTEUM FINANCIAL SERVICES, LLC, a Delaware limited liability company (the “Company”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FLATWORLD ACQUISITION CORP., FTWA ORCHID MERGER SUB LLC, FWAC HOLDINGS LIMITED, ORCHID ISLAND CAPITAL, INC., BIMINI CAPITAL MANAGEMENT, INC. AND BIMINI ADVISORS, LLC Dated as of July 26, 2012Agreement and Plan of Reorganization • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
This Agreement and Plan of Reorganization (this “Agreement”) is made and entered into as of July 26, 2012 by and among Orchid Island Capital, Inc., a Maryland corporation (the “Company”), Bimini Capital Management, Inc., a Maryland corporation (“Bimini”), Bimini Advisors, LLC, a Maryland limited liability company (“Bimini Advisors”), FlatWorld Acquisition Corp., a British Virgin Island business company limited by shares (“Parent”), FTWA Orchid Merger Sub LLC, a Maryland limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and FWAC Holdings Limited, a British Virgin Islands business company limited by shares (“FWAC Holdings”). Parent, Merger Sub, Bimini, Bimini Advisors and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.”
