Ellington Financial Inc. Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: September 30, 2024Equity Distribution Agreement • September 30th, 2024 • Ellington Financial Inc. • Real estate • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2020 • Ellington Financial Inc. • Real estate • New York
SEVENTH AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 15th, 2018 • Ellington Financial LLC • Real estate • New York
This SEVENTH AMENDED AND RESTATED MANAGEMENT AGREEMENT is effective as of March 13, 2018 (this “Agreement”) by and between Ellington Financial LLC, a Delaware limited liability company (the “Company”), Ellington Financial Operating Partnership LLC, a Delaware limited liability company of which the Company is the managing member (the “Operating Partnership”), and Ellington Financial Management LLC, a Delaware limited liability company (the “Manager”).
4,000,000 Shares of 8.625% Series C Fixed-Rate Reset Cumulative Redeemable Preferred Stock (Liquidation preference $25.00 per share) ELLINGTON FINANCIAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2023 • Ellington Financial Inc. • Real estate • New York
REGISTRATION RIGHTS AGREEMENT by and between ELLINGTON FINANCIAL LLC andRegistration Rights Agreement • August 22nd, 2017 • Ellington Financial LLC • Real estate • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 18, 2017, by and between Ellington Financial LLC, a Delaware limited liability company (the “Company”), and Sandler O’Neill & Partners, L.P., as representative (the “Representative”) of the other several initial purchasers named in Schedule 1 to the Purchase Agreement (as defined below) dated August 18, 2017 (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 5.25% Senior Notes due 2022 (the “Initial Notes”) pursuant to the Purchase Agreement.
Common Shares Representing Limited Liability Company Interests ELLINGTON FINANCIAL LLC UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2009 • Ellington Financial LLC • Real estate • New York
4,400,000 Shares of 6.250% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock (Liquidation preference $25.00 per share) ELLINGTON FINANCIAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2021 • Ellington Financial Inc. • Real estate • New York
INDEMNITY AGREEMENTIndemnification Agreement • November 3rd, 2009 • Ellington Financial LLC • Real estate • Delaware
This Indemnification Agreement (“Agreement”) is made as of October , 2009, by and between ELLINGTON FINANCIAL LLC, a Delaware limited liability company (the “Company”), and (“Indemnitee”).
EF HOLDCO INC. EF CAYMAN HOLDINGS LTD. ELLINGTON FINANCIAL REIT CAYMAN LTD. ELLINGTON FINANCIAL REIT TRS LLC EF CAYMAN NON-MTM LTD. as Issuers and ELLINGTON FINANCIAL INC. as Parent 5.875% Senior Notes due 2027 Indenture Dated as of March 31, 2022...Indenture • March 31st, 2022 • Ellington Financial Inc. • Real estate • New York
THIS INDENTURE, dated as of March 31, 2022, is by and among EF Holdco Inc., a Delaware corporation (“EF Holdco”), EF Cayman Holdings Ltd., a Cayman Islands exempted company (“EF Cayman”), Ellington Financial REIT Cayman Ltd., a Cayman Islands exempted company (“EF REIT”), Ellington Financial REIT TRS LLC, a Delaware limited liability company (“EF REIT TRS”), EF Cayman Non-MTM Ltd., a Cayman Islands exempted company (“EF Non-MTM,” and together with EF Holdco, EF Cayman, EF REIT, and EF REIT TRS, the “Issuers”), Ellington Financial Inc., a Delaware corporation, as guarantor (the “Parent”) and Wilmington Trust, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
Ellington Financial Inc. 6.750% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock 6.250% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock EQUITY DISTRIBUTION AGREEMENT Dated: January [l], 2022Equity Distribution Agreement • January 21st, 2022 • Ellington Financial Inc. • Real estate • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2011 • Ellington Financial LLC • Real estate • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 17, 2007, by and between Ellington Financial LLC, a Delaware limited liability company (together with any successor entity thereto, the “Company”), Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation (“FBR”), and Ellington Financial Management LLC, a Delaware limited liability company (the “Manager”), for the benefit of (i) FBR, (ii) the purchasers of the Company’s common shares representing limited liability company interests (the “Common Shares”), as participants (“Participants”) in the offering by the Company of its Common Shares (the “Offering”) pursuant to the terms of the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of August 10, 2007, by and among the Company, FBR, and the Manager, (iii) the Manager and (iv) the direct and indirect designees and transferees of FBR, each of the Participants and the Manager.
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ELLINGTON FINANCIAL LLC Dated as of July 1, 2009Operating Agreement • November 3rd, 2009 • Ellington Financial LLC • Real estate • Delaware
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) shall be effective as of the 1st day of July, 2009 and is entered into by Ellington Financial LLC, a Delaware limited liability company (the “Company”), Ellington Financial Management LLC, a Delaware limited liability company (the “Manager”), and any other Persons who are or hereafter become Members in the Company or parties hereto as provided herein. This Agreement supersedes and replaces in its entirety, from and after the effective date hereof, that certain Amended and Restated Operating Agreement of the Company dated as of the 17th day of August, 2007 (the “First Amended and Restated Operating Agreement”). Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 1.10 and, unless otherwise specified, article and section references used herein refer to Articles and Sections of this Agreement.
5,000,000 Common Shares Representing Limited Liability Company Interests ELLINGTON FINANCIAL LLC UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2013 • Ellington Financial LLC • Real estate • New York
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, 2023Merger Agreement • May 31st, 2023 • Ellington Financial Inc. • Real estate • 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”).
5,000,000 Shares of Common Stock ELLINGTON FINANCIAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2021 • Ellington Financial Inc. • Real estate • New York
TERMINATION AGREEMENTTermination Agreement • October 20th, 2023 • Ellington Financial Inc. • Real estate
THIS TERMINATION AGREEMENT (this “Termination Agreement”), dated as of October 20, 2023, is made by and between Ellington Financial Inc., a Delaware corporation (“Parent”), and Great Ajax Corp., a Maryland corporation (the “Company”, each a “Party” and together the “Parties”). Unless otherwise indicated, each capitalized term used and not otherwise defined in this Termination Agreement has the meaning given to such term in the Merger Agreement (as defined below).
LONG TERM INCENTIVE PLAN UNIT AWARD AGREEMENT ELLINGTON FINANCIAL LLC INCENTIVE PLAN FOR INDIVIDUALS units [Date]Long Term Incentive Plan Unit Award Agreement • March 14th, 2012 • Ellington Financial LLC • Real estate • Delaware
This Long Term Incentive Plan Unit Award Agreement (this “Award Agreement”), dated as of (the “Date of Grant”), is made by and between Ellington Financial LLC, a Delaware limited liability company (the “Company”) and (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company Incentive Plan for Individuals (the “Plan”), attached hereto as Exhibit A and the Operating Agreement of the Company, as may be amended from time to time (the “LLC Agreement”), attached hereto as Exhibit B. Where the context permits, references to the Company shall include any successor to the Company.
LTIP UNIT AWARD AGREEMENT ELLINGTON FINANCIAL LLC [(Name)] [•] units [Date]Ltip Unit Award Agreement • May 18th, 2017 • Ellington Financial LLC • Real estate • Delaware
This LTIP Unit Award Agreement (this “Award Agreement”), dated as of [•] (the “Date of Grant”), is made by and between Ellington Financial LLC, a Delaware limited liability company (the “Company”), and [•] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Ellington Financial LLC 2017 Equity Incentive Plan, attached hereto as Exhibit A (the “Plan”), and the Company’s operating agreement, attached hereto as Exhibit B (as amended from time to time, the “LLC Agreement”). Where the context permits, references to the Company shall include any successor to the Company.
FORM OF LTIP UNIT AWARD AGREEMENT ELLINGTON FINANCIAL INC. [Name] [ ] units [Date]Ltip Unit Award Agreement • November 8th, 2019 • Ellington Financial Inc. • Real estate • Delaware
Pursuant to the Ellington Financial LLC 2017 Equity Incentive Plan (the “Plan”) and the Operating Partnership Agreement, for the provision of services to or for the benefit of the Operating Partnership, Ellington Financial Inc., a Delaware corporation (the “Company”), hereby grants to the individual named above (the “Participant”) an Other Equity-Based Award (as defined in the Plan) in the form of, and by causing the Operating Partnership to issue to the Participant named above, the number of LTIP Units specified above. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan, attached hereto as Exhibit A, and the Operating Partnership Agreement, attached hereto as Exhibit B. Where the context permits, references to the Company shall include any successor to the Company.
RETIREMENT AND RELEASE AGREEMENTRetirement and Release Agreement • April 2nd, 2018 • Ellington Financial LLC • Real estate • Connecticut
This Retirement and Release Agreement (this “Agreement”) is entered into by and between Lisa Mumford (“Employee”) and Ellington Management Group, L.L.C., a Delaware limited liability company (the “Company”). Ellington Financial LLC, a Delaware limited liability company (“EFC”) and Ellington Residential Mortgage REIT, a Maryland real estate investment trust (“EARN”), enter into this Agreement for the limited purposes of acknowledging and agreeing to Sections 2 and 9 below.
ELLINGTON FINANCIAL LLC, as Issuer 5.25% Senior Notes due 2022Indenture • August 22nd, 2017 • Ellington Financial LLC • Real estate • New York
THIS INDENTURE, dated as of August 18, 2017, is between Ellington Financial LLC, a Delaware limited liability company (the “Company”), and Wilmington Trust, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER among ELLINGTON FINANCIAL INC., EF ACQUISITION I LLC and GREAT AJAX CORP. Dated as of June 30, 2023Merger Agreement • July 3rd, 2023 • Ellington Financial Inc. • Real estate • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2023 (this “Agreement”), by and among Ellington Financial Inc., a Delaware corporation (“Parent”), EF Acquisition I LLC, a Maryland limited liability company and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and Great Ajax Corp., a Maryland corporation (the “Company”).
ELLINGTON FINANCIAL LLC, as Parent 5.50% Senior Notes due 2022Indenture • February 13th, 2019 • Ellington Financial LLC • Real estate • New York
THIS INDENTURE, dated as of February 13, 2019, is by and among EF Holdco Inc., a Delaware corporation (“EF Holdco”), EF Cayman Holdings Ltd., a Cayman Islands exempted company incorporated with limited liability (together with EF Holdco, the “Issuers”), Ellington Financial LLC, a Delaware limited liability company (the “Parent”) and Wilmington Trust, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ELLINGTON FINANCIAL LLCOperating Agreement • August 10th, 2011 • Ellington Financial LLC • Real estate
This First Amendment (the “Amendment”) to the Second Amended and Restated Operating Agreement (the “Operating Agreement”) of Ellington Financial LLC, a Delaware limited liability company (the “Company”) shall be effective as of the 8th day of August, 2011 and is entered into by Ellington Financial LLC, a Delaware limited liability company (the “Company”), Ellington Financial Management, LLC, a Delaware limited liability company (the “Manager”), and any other Persons who are or hereafter become Members in the Company or parties hereto as provided in the Agreement.
LONG TERM INCENTIVE PLAN UNIT AWARD AGREEMENT ELLINGTON FINANCIAL LLC INCENTIVE PLAN FOR INDIVIDUALS (Lisa Mumford) 2,400 units December 12, 2011Long Term Incentive Plan Unit Award Agreement • December 16th, 2011 • Ellington Financial LLC • Real estate • Delaware
This Long Term Incentive Plan Unit Award Agreement (this “Award Agreement”), dated as of December 12, 2011 (the “Date of Grant”), is made by and between Ellington Financial LLC, a Delaware limited liability company (the “Company”) and Lisa Mumford (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company Incentive Plan for Individuals (the “Plan”), attached hereto as Exhibit A and the Operating Agreement of the Company, as may be amended from time to time (the “LLC Agreement”), attached hereto as Exhibit B. Where the context permits, references to the Company shall include any successor to the Company.
THIRD AMENDMENT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ELLINGTON FINANCIAL OPERATING PARTNERSHIP LLC DESIGNATION OF ADDITIONAL CUMULATIVE REDEEMABLE PREFERRED UNITS AND CUMULATIVE REDEEMABLE PREFERRED UNITS January 20, 2022Limited Liability Company Operating Agreement • January 21st, 2022 • Ellington Financial Inc. • Real estate
Pursuant to Sections 4.2 and 12.1 of the Limited Liability Company Operating Agreement of Ellington Financial Operating Partnership LLC (the “Operating Agreement”), the Managing Member hereby amends the Operating Agreement as follows:
ELLINGTON FINANCIAL OPERATING PARTNERSHIP LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT Dated as of December 14, 2023Limited Liability Company Operating Agreement • December 14th, 2023 • Ellington Financial Inc. • Real estate • Delaware
SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ELLINGTON FINANCIAL LLCOperating Agreement • August 8th, 2017 • Ellington Financial LLC • Real estate
This Second Amendment (the “Amendment”) to the Second Amended and Restated Operating Agreement, dated as of July 1, 2009, as amended (the “Operating Agreement”), of Ellington Financial LLC, a Delaware limited liability company (the “Company”) shall be effective as of the 7th day of August, 2017 and is entered into by Ellington Financial LLC, a Delaware limited liability company (the “Company”), Ellington Financial Management LLC, a Delaware limited liability company (the “Manager”), and any other Persons who are or hereafter become Members in the Company or parties hereto as provided in the Agreement. All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings assigned to them in the Operating Agreement.
UNDERWRITING AGREEMENTUnderwriting Agreement • September 5th, 2014 • Ellington Financial LLC • Real estate • New York
Joint Filing Agreement February 14, 2011Joint Filing Agreement • February 14th, 2011 • Ellington Financial LLC • Real estate
This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2023 • Ellington Financial Inc. • Real estate • New York
This Securities Purchase Agreement (this “Agreement”), dated as of October 20, 2023, is made by and between Great Ajax Corp., a Maryland corporation (the “Company”), and Ellington Financial Inc., a Delaware corporation (the “Purchaser”).
FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OFLimited Liability Company Operating Agreement • October 22nd, 2019 • Ellington Financial Inc. • Real estate
Pursuant to Sections 4.2 and 12.1 of the Limited Liability Company Operating Agreement of Ellington Financial Operating Partnership LLC (the “Operating Agreement”), the Managing Member hereby amends the Operating Agreement as follows in connection with the issuance of up to 4,600,000 shares of 6.750% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”) of the Managing Member and the issuance to the Managing Member of Series A Preferred Units (as defined below) in exchange for the contribution by the Managing Member of the net proceeds from the issuance and sale of the Series A Preferred Stock:
FOURTH AMENDMENT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ELLINGTON FINANCIAL OPERATING PARTNERSHIP LLC DESIGNATION OF 8.625% SERIES C FIXED-RATE RESET CUMULATIVE REDEEMABLE PREFERRED UNITS February 3, 2023Limited Liability Company Operating Agreement • February 6th, 2023 • Ellington Financial Inc. • Real estate
Pursuant to Sections 4.2 and 12.1 of the Limited Liability Company Operating Agreement of Ellington Financial Operating Partnership LLC (the “Operating Agreement”), the Managing Member hereby amends the Operating Agreement as follows in connection with the issuance of up to 4,600,000 shares of 8.625% Series C Fixed-Rate Reset Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”) of the Managing Member and the issuance to the Managing Member of Series C Preferred Units (as defined below) in exchange for the contribution by the Managing Member of the net proceeds from the issuance and sale of the Series C Preferred Stock:
AMENDMENT NO. 2 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 14th, 2023 • Ellington Financial Inc. • Real estate
Ellington Financial Inc., a Delaware corporation (the “Company”), Ellington Financial Management LLC, a Delaware limited liability company and the Company’s external manager (the “Manager”), and [●] (the “Placement Agent”) are parties to that certain Equity Distribution Agreement dated as of August 6, 2021 (the “Original Agreement”), as amended by that certain Amendment No. 1 to the Original Agreement, dated as of January 24, 2023 (“Amendment No. 1”) (the Original Agreement, as amended by Amendment No. 1, the “Amended Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Amended Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:
LONG TERM INCENTIVE PLAN UNIT AWARD AGREEMENT ELLINGTON FINANCIAL LLC INCENTIVE PLAN FOR ENTITIESLong Term Incentive Plan Unit Award Agreement • July 14th, 2009 • Ellington Financial LLC • Delaware
This Long Term Incentive Plan Unit Award Agreement (this “Award Agreement”), dated as of (the “Date of Grant”), is made by and between Ellington Financial LLC, a Delaware limited liability company (the “Company”) and (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company Incentive Plan for Entities (the “Plan”), attached hereto as Exhibit A and the Operating Agreement of the Company, as may be amended from time to time (the “LLC Agreement”), attached hereto as Exhibit B. Where the context permits, references to the Company shall include any successor to the Company.
