REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____ day of __________________, 2007, by and among Enterprise Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks • New York
Agreement made as of _____________________, 2007 between Enterprise Acquisition Corp., a Delaware corporation, with offices at 6800 Broken Sound Parkway, Boca Raton, Florida 33487 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 ("Warrant Agent").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 2nd, 2009 • Enterprise Acquisition Corp. • Real estate investment trusts • New York
STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this 30th day of October, 2009 between Enterprise Acquisition Company, Inc., a Delaware corporation (“Buyer” or “Enterprise”) and the signatory on the execution page hereof (“Seller”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 20th, 2009 • Enterprise Acquisition Corp. • Real estate investment trusts • New York
STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of October, 2009 among Enterprise Acquisition Corp., a Delaware corporation (“Buyer” or “Enterprise”), the signatory on the execution page hereof (“Seller”) and solely for the purposes of Sections 4(d), 7 and 8(a) hereof, Marc H. Bell (“Bell”) and Daniel C. Staton (“Staton” and together with Bell, the “Insiders”) and solely for the purposes of Sections 8(a) and 8(b) hereof, ARMOUR Residential REIT, Inc. (“ARMOUR”).
FORM OF MANAGEMENT AGREEMENTManagement Agreement • July 29th, 2009 • Enterprise Acquisition Corp. • Blank checks • Florida
This MANAGEMENT AGREEMENT is entered into as of , 2009 by and between (i) ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation (the “REIT”), and (ii) ARMOUR RESIDENTIAL MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _________________, 2007 ("Agreement"), by and among ENTERPRISE ACQUISITION CORP., a Delaware corporation ("Company"), STATON BELL BLANK CHECK LLC, STEWART J. PAPERIN, RICHARD STEINER AND JORDAN ZIMMERMAN (collectively "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").
FORM OF SUPPLEMENT & AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • July 29th, 2009 • Enterprise Acquisition Corp. • Blank checks • Delaware
This Supplement and Amendment to the Warrant Agreement, dated as of [●], 2009 (the “Amendment”), is executed by Enterprise Acquisition Corp., a Delaware corporation (the “ Company ”), ARMOUR Residential REIT, Inc. ("ARMOUR") and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent ”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks • New York
This Agreement is made as of ____________________, 2007 by and between Enterprise Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
AGREEMENTBusiness Combination Agreement • October 20th, 2009 • Enterprise Acquisition Corp. • Real estate investment trusts • New York
THIS AGREEMENT (this “Agreement”), dated as of October 19, 2009, is made by and among ENTERPRISE ACQUISITION CORP., a Delaware corporation (“Enterprise”), and VICTORY PARK CAPITAL ADVISORS, LLC, on behalf of one or more entities for which it acts as investment manager and other purchasers acceptable to Victory Park Capital Advisors, LLC and Enterprise (“Victory Park”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 6th, 2007 • Enterprise Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2007 by and between Enterprise Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EMPLOYMENT AGREEMENT GREG C. MOSHEREmployment Agreement • August 25th, 2008 • Enterprise Acquisition Corp. • Blank checks • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August __, 2008, by and among Workflow Management, Inc., a Delaware corporation (the “Company”), Enterprise Acquisition Corporation, a Delaware corporation (the “Parent” and, together with the Company, the “Employer”), which will become the Company’s parent as described in the Recitals below, and Greg C. Mosher (“Employee”).
ENTERPRISE ACQUISITION CORP. July 19, 2007Service Agreement • August 6th, 2007 • Enterprise Acquisition Corp.
Private Placement Purchase and Escrow AgreementPrivate Placement Purchase and Escrow Agreement • September 6th, 2007 • Enterprise Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 6,000,000 Warrants ("Insider Warrants"), at $1.00 per Insider Warrant, of Enterprise Acquisition Corp. (the "Corporation") for an aggregate purchase price of $6,000,000 ("Purchase Price"). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO") which is being underwritten by Ladenburg Thalmann & Co. Inc. ("Ladenburg"). The Insider Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
AGREEMENT AND PLAN OF MERGER among ARMOUR RESIDENTIAL REIT, INC., ARMOUR MERGER SUB CORP. and ENTERPRISE ACQUISITION CORP. Dated as of July 29, 2009 A-1Merger Agreement • July 29th, 2009 • Enterprise Acquisition Corp. • Blank checks • Delaware
Manager in connection with this Agreement constitutes willful misconduct or gross negligence that results in material harm to the REIT and such willful misconduct or gross negligence has not been cured within a period of 30 days after receipt by the Manager of written notice thereof specifying such willful misconduct or gross negligence and requesting that the same be remedied in such 30-day period, or (c) that an action taken or omitted to be taken by the Manager in connection with this Agreement constitutes fraud that results in material harm to the REIT.
AGREEMENT AND PLAN OF MERGER dated as of August 23, 2008 by and among ENTERPRISE ACQUISITION CORP., EAC I LLC, EAC II CORP., STATON BELL BLANK CHECK LLC WF CAPITAL HOLDINGS, INC., PERSEUS, L.L.C., AS SECURITYHOLDERS’ REPRESENTATIVE, and THE...Merger Agreement • August 25th, 2008 • Enterprise Acquisition Corp. • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER is dated as of August 23, 2008 (this “Agreement”), by and among Enterprise Acquisition Corp., a Delaware corporation (the “Parent”), Staton Bell Blank Check LLC, a Delaware limited liability company (“SBBC”), EAC I LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Parent (“Merger Sub 1”), EAC II Corp., a Delaware corporation and a wholly owned Subsidiary of Merger Sub 1 (“Merger Sub 2,” and together with Merger Sub 1, “Merger Subs”), WF Capital Holdings, Inc., a Delaware Corporation (the “Company”), those certain stockholders of the Company party hereto whose signatures are set forth on the signature pages hereto (each a “Securityholder” and, collectively, the “Securityholders”) and Perseus, L.L.C., a Delaware limited liability company, solely in its capacity as the representative of the Securityholders (the “Securityholders’ Representative”).
UBS Securities LLC 299 Park Avenue New York, New York 10171 Ladenburg Thalmann & Co. Inc.Stock Purchase Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks
SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO ENTERPRISE ACQUISITION CORP.Warrant Agreement • August 6th, 2007 • Enterprise Acquisition Corp.
THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or Warrants expiring at 5:00 p.m., New York City time, on __________, 2011 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $0.0001 per share (“Shares”), of Enterprise Acquisition Corp., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination and (ii) _________, 2008, such number of Shares of the Company at the price of $7.50 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement
FORM OF SPONSORS' VOTING AND SUPPORT AGREEMENTSponsors' Voting and Support Agreement • July 29th, 2009 • Enterprise Acquisition Corp. • Blank checks • Delaware
This SPONSORS' VOTING AND SUPPORT AGREEMENT, dated as of July 28, 2009 (this “Agreement”), is by and among Staton Bell Blank Check LLC ("SBBC"), each other party that executed this Agreement and is designated as a sponsor on the signature page hereto (each a “Sponsor” and, together with SBBC, the “Sponsors”), Enterprise Acquisition Corp. (the “Company ”), ARMOUR Residential REIT, Inc. (“Parent ”), ARMOUR Merger Corp. (“ Merger Sub ”), and ARMOUR Residential Management LLC (the “Manager ”). Capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement (as defined below).
FORM OF SUB-MANAGEMENT AGREEMENTSub-Management Agreement • July 29th, 2009 • Enterprise Acquisition Corp. • Blank checks • Florida
This FORM OF SUB-MANAGEMENT AGREEMENT (this “Agreement”), is entered into as of ________, 2009, by and among (i) ARMOUR RESIDENTIAL MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), (ii) STATON BELL BLANK CHECK LLC, a Delaware limited liability company (the “Sub-Manager”), (iii) ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation, but solely with respect to Sections 1, 6(a), 9(b), 11(a), 11(b), 11(e), 14(a), 14(b), 15, and 18 through 32 (the “REIT”), and (iv) JEFFREY J. ZIMMER and SCOTT J. ULM, but solely with respect to Sections 1, 9, 11(a), 14(a), 15(a), 18 through 30, and 32 (Messrs. Zimmer and Ulm, together, the “Members” and, each, a “Member”).
Private Placement Purchase and Escrow AgreementPrivate Placement Purchase and Escrow Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 7,500,000 Warrants (“Insider Warrants”), at $1.00 per Insider Warrant, of Enterprise Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $7,500,000 (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by UBS Securities LLC, Ladenburg Thalmann & Co. Inc. and I-Bankers Securities, Inc. (the “Underwriters”). The Insider Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
ENTERPRISE ACQUISITION CORP. 25,000,000 Units Common Stock ($0.0001 par value per Share) and one Warrant UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2007 • Enterprise Acquisition Corp. • Blank checks • New York
Private Placement Purchase AgreementPrivate Placement Purchase Agreement • August 6th, 2007 • Enterprise Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase 6,000,000 Warrants (“Insider Warrants”) at $1.00 per Insider Warrant, of Enterprise Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $6,000,000 (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities (“IPO”) which is being underwritten by Ladenburg Thalmann & Co. Inc. (“Ladenburg”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 2nd, 2009 • Enterprise Acquisition Corp. • Real estate investment trusts
This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (“Amendment”) effective this 2nd day of November, 2009, is by and among ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation ("Parent"), ARMOUR MERGER SUB CORP., a Delaware corporation ("Merger Sub"), and ENTERPRISE ACQUISITION CORP., a Delaware corporation (the "Company").
