UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 40,000,000 Shares of Common Stock Dated: November 14, 2018Underwriting Agreement • November 19th, 2018 • AGNC Investment Corp. • Real estate investment trusts • New York
The undersigned, an officer and/or director of AGNC Investment Corp., a Delaware corporation (the “Company”), understands that whom Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co. LLC (in such capacity, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representatives that, during a period of 30 days following the date of the Underwriting Agreement, the undersigned will not, without the pr
DEPOSIT AGREEMENT Dated September 14, 2022 AGNC INVESTMENT CORP., ISSUER -and- COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A. AS DEPOSITARY, REGISTRAR AND TRANSFER AGENT RELATING TO RECEIPTS, DEPOSITARY SHARES AND RELATED 7.75% SERIES G...Deposit Agreement • September 14th, 2022 • AGNC Investment Corp. • Real estate investment trusts • New York
UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 14,000,000 Depositary Shares Each Representing 1/1,000th of a share of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share)Underwriting Agreement • September 30th, 2019 • AGNC Investment Corp. • Real estate investment trusts • New York
SALES AGREEMENTSales Agreement • November 9th, 2010 • American Capital Agency Corp • Real estate investment trusts • New York
AMERICAN CAPITAL AGENCY CORP., a Delaware corporation (the “Company”), and American Capital Agency Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), confirm their respective agreements (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:
MANAGEMENT AGREEMENT by and between American Capital Agency Corp. and American Capital Agency Management, LLC Dated as of May 20, 2008Management Agreement • August 14th, 2008 • American Capital Agency Corp • Real estate investment trusts • New York
MANAGEMENT AGREEMENT, dated as of May 20, 2008, by and between American Capital Agency Corp., a Delaware corporation (the “Company”) and American Capital Agency Management, LLC, a Delaware limited liability company (the “Manager”), a subsidiary of a wholly-owned portfolio company of American Capital Strategies, Ltd., a Delaware corporation (“American Capital”).
UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 6,000,000 Depositary Shares Each Representing 1/1,000th of a share of 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) (Liquidation...Underwriting Agreement • September 9th, 2022 • AGNC Investment Corp. • Real estate investment trusts • New York
SALES AGREEMENTSales Agreement • February 23rd, 2012 • American Capital Agency Corp • Real estate investment trusts • New York
AMERICAN CAPITAL AGENCY CORP., a Delaware corporation (the “Company”), and American Capital AGNC Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), as successor to American Capital Mortgage Management, LLC, formerly known as American Capital Agency Management, LLC, (the Former Manager”), confirm their respective agreements (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2008 • American Capital Agency Corp • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of May 20, 2008, is entered into by and between American Capital Agency Corp., a Delaware corporation (the “Company”) and American Capital Strategies, Ltd., a Delaware corporation (“American Capital”).
SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2024 • AGNC Investment Corp. • Real estate investment trusts • Maryland
This SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of July 18, 2024 (the “Execution Date”) between AGNC Mortgage Management, LLC, a Delaware limited liability company (the “Company”), and Gary Kain (the “Executive”) and supersedes and replaces in its entirety that certain Fifth Amended and Restated Employment Agreement, entered into between the Company and the Executive, dated as of December 10, 2020 (the “Prior Agreement”). This Agreement shall become effective on January 1, 2025 (the “Effective Date”) subject to the Executive remaining continuously employed with the Company from the Execution Date through the Effective Date. For the avoidance of doubt, all provisions of the Prior Agreement (other than as set forth above) shall remain in effect until the Effective Date.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 2008 • American Capital Agency Corp • Real estate investment trusts • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 14, 2008, by and among American Capital Agency Corp., a Delaware corporation (the “Issuer”) and American Capital Strategies, Ltd., a Delaware corporation (the “Purchaser”).
0.01 PAR VALUE PER SHARE) SALES AGREEMENTSales Agreement • June 14th, 2018 • AGNC Investment Corp. • Real estate investment trusts • New York
The Company has also entered into separate sales agreements (the “Alternative Sales Agreements”), dated as of even date herewith, with each of [Ÿ], [Ÿ], [Ÿ], and [Ÿ].
UNDERWRITING AGREEMENT AMERICAN CAPITAL AGENCY CORP. (a Delaware corporation) 50,000,000 Shares of Common Stock Dated: February 28, 2013Underwriting Agreement • March 5th, 2013 • American Capital Agency Corp • Real estate investment trusts • New York
undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise.
AMENDED AND RESTATED AGNC INVESTMENT CORP. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTPerformance-Based Restricted Stock Unit Agreement • February 22nd, 2024 • AGNC Investment Corp. • Real estate investment trusts • Delaware
This PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [ ] (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and [ ] (“Grantee”).
SALES AGREEMENTSales Agreement • February 25th, 2011 • American Capital Agency Corp • Real estate investment trusts • New York
AMERICAN CAPITAL AGENCY CORP., a Delaware corporation (the “Company”), and American Capital Agency Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), confirm their respective agreements (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:
AMERICAN CAPITAL AGENCY CORP. EQUITY INCENTIVE PLAN FOR INDEPENDENT DIRECTORS RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 14th, 2008 • American Capital Agency Corp • Real estate investment trusts • Delaware
This Restricted Stock Agreement (this “Agreement”) is executed and delivered as of May 20, 2008 (the “Grant Date”) by and between American Capital Agency Corp., a Delaware corporation (the “Company”) and Larry K. Harvey, a director of the Company (the “Grantee”). The Grantee and the Company hereby agree as follows:
July 1, 2016Employment Agreement • July 8th, 2016 • American Capital Agency Corp • Real estate investment trusts • Maryland
In connection with the transactions contemplated by the Purchase and Sale Agreement, dated as of May 23, 2016, by and among American Capital Asset Management, LLC, American Capital Mortgage Management, LLC (the “Company”), American Capital, Ltd. (“ACAS”) and American Capital Agency Corp. (“AGNC”) (such agreement, the “Purchase Agreement”), you and the Company hereby agree to the following changes to the Second Amended and Restated Employment Agreement, entered into as of September 22, 2014, by and between the Company and you (the “Employment Agreement”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2023 • AGNC Investment Corp. • Real estate investment trusts • Maryland
This First Amendment (“Amendment”) to the Second Amended and Restated Employment Agreement dated December 10, 2021 (the “Agreement”) between Christopher J. Kuehl (the “Executive”) and AGNC Mortgage Management, LLC, a Delaware limited liability company (the “Company”), is entered into as of January 31, 2023 (“Effective Date”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2022 • AGNC Investment Corp. • Real estate investment trusts • Maryland
This First Amendment (“Amendment”) to the Amended and Restated Employment Agreement dated January 22, 2021 (the “Agreement”) between Aaron J. Pas (the “Executive”) and AGNC Mortgage Management, LLC, a Delaware limited liability company (the “Company”), is entered into as of January 21, 2022 (“Effective Date”).
AMERICAN CAPITAL AGENCY CORP. EQUITY INCENTIVE PLAN FOR INDEPENDENT DIRECTORS RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 7th, 2014 • American Capital Agency Corp • Real estate investment trusts • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is executed and delivered as of [●] (the “Grant Date”) by and between American Capital Agency Corp., a Delaware corporation (the “Company”), and [●], a director of the Company (the “Grantee”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the American Capital Agency Corp. Equity Incentive Plan for Independent Directors (the “Plan”). The Grantee and the Company hereby agree as follows:
July 1, 2016Retention Bonus Agreement • December 18th, 2017 • AGNC Investment Corp. • Real estate investment trusts
In connection with the Purchase and Sale Agreement, dated as of May 23, 2016, by and among American Capital Asset Management, LLC, American Capital Mortgage Management, LLC (the “Company”), American Capital, Ltd. and American Capital Agency Corp., the Company has approved the payment of two retention bonuses to you. This letter agreement sets forth the terms and conditions of these two retention bonuses, including the requirements that you must meet in order to receive each of them.
UNDERWRITING AGREEMENT AMERICAN CAPITAL AGENCY CORP. (a Delaware corporation) 6,000,000 SharesUnderwriting Agreement • April 3rd, 2012 • American Capital Agency Corp • Real estate investment trusts • New York
American Capital Agency Corp., a Delaware corporation (the “Company”) and American Capital AGNC Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), confirm their agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 10 hereof), for whom Citigroup Global Markets Inc., UBS Securities LLC and Wells Fargo Securities, LLC are acting as representatives (in such capacity, if and as applicable, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 6,000,000 shares of 8.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, liquidation preference $25.00 per share, of the Company (“Series A Stock”), a series of the Company's preferred stock, par value $0.01 per share (the “Preferred Stock”), and (ii)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2023 • AGNC Investment Corp. • Real estate investment trusts • Maryland
This Second Amendment (“Amendment”) to the Amended and Restated Employment Agreement dated January 22, 2021 (as amended by that certain First Amendment to Employment Agreement, dated January 21, 2022, collectively, the “Agreement”) between Bernice E. Bell (the “Executive”) and AGNC Mortgage Management, LLC, a Delaware limited liability company (the “Company”), is entered into as of January 31, 2023 (“Effective Date”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2021 • AGNC Investment Corp. • Real estate investment trusts • Delaware
AGREEMENT, dated as of [ ] (this “Agreement”), between AGNC Investment Corp., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
AGNC INVESTMENT CORP. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 26th, 2021 • AGNC Investment Corp. • Real estate investment trusts • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [ ] (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and [ ] (“Grantee”).
PURCHASE AND SALE AGREEMENT By and Among AMERICAN CAPITAL ASSET MANAGEMENT, LLC, AMERICAN CAPITAL MORTGAGE MANAGEMENT, LLC, AMERICAN CAPITAL, LTD., and AMERICAN CAPITAL AGENCY CORP. Dated as of May 23, 2016Purchase and Sale Agreement • May 25th, 2016 • American Capital Agency Corp • Real estate investment trusts • Delaware
This PURCHASE AND SALE AGREEMENT, dated as of May 23, 2016 (this “Agreement”), is by and among American Capital Asset Management, LLC, a Delaware limited liability company (“Seller”), American Capital Mortgage Management, LLC, a Delaware limited liability company (the “Company”), American Capital, Ltd., a Delaware corporation and the parent of Seller (“Parent”), and American Capital Agency Corp., a Delaware corporation (“Buyer”). For all purposes of this Agreement, capitalized terms shall have the respective meanings set forth in Annex A hereto.
AGNC INVESTMENT CORP. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 3rd, 2019 • AGNC Investment Corp. • Real estate investment trusts • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of ____________, 20__ (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and __________ (“Grantee”).
AGNC INVESTMENT CORP. SHARES OF COMMON STOCK ($0.01 PAR VALUE PER SHARE) SALES AGREEMENTSales Agreement • October 13th, 2023 • AGNC Investment Corp. • Real estate investment trusts • New York
AGNC Investment Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with [●] (the “Agent”), as follows:
AGNC INVESTMENT CORP. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 22nd, 2019 • AGNC Investment Corp. • Real estate investment trusts • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [________] (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and [________] (“Grantee”).
AMENDED AND RESTATED AGNC INVESTMENT CORP. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 22nd, 2024 • AGNC Investment Corp. • Real estate investment trusts • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [ ] (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and [ ] (“Grantee”).
SALES AGREEMENTSales Agreement • February 23rd, 2012 • American Capital Agency Corp • Real estate investment trusts • New York
AMERICAN CAPITAL AGENCY CORP., a Delaware corporation (the “Company”), and American Capital AGNC Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), as successor to American Capital Mortgage Management, LLC, formerly known as American Capital Agency Management, LLC, (the Former Manager”), confirm their respective agreements (this “Agreement”) with Mitsubishi UFJ Securities (USA), Inc. (“Mitsubishi”), as follows:
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 8th, 2016 • American Capital Agency Corp • Real estate investment trusts
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of July 1, 2016, between American Capital, Ltd., a Delaware corporation (“Parent”), American Capital Asset Management, LLC, a Delaware limited liability company (“Seller”), American Capital Mortgage Management, LLC, a Delaware limited liability company (“Company”), and American Capital Agency Corp., a Delaware corporation (“Buyer”). Capitalized terms used but not defined herein (including Section 15) will have the meanings given to them in the Purchase and Sale Agreement, dated as of May 23, 2016, by and among Seller, the Company, Parent and Buyer (the “PSA”).
AGNC INVESTMENT CORP. DEFERRED STOCK UNIT AGREEMENTDeferred Stock Unit Agreement • November 5th, 2018 • AGNC Investment Corp. • Real estate investment trusts • Delaware
This DEFERRED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [____________ __], 2018 (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and [_______________] (“Grantee”).
July 1, 2016Employment Letter • July 8th, 2016 • American Capital Agency Corp • Real estate investment trusts
In connection with the transactions contemplated by the Purchase and Sale Agreement, dated as of May 23, 2016, by and among American Capital Asset Management, LLC, American Capital Mortgage Management, LLC (the “Company”), American Capital, Ltd. (“ACAS”) and American Capital Agency Corp. (“AGNC”), you and the Company hereby agree to the following changes to the Employment Letter, dated as of December 1, 2015, by and between the Company and you (the “Employment Letter”).
AGNC INVESTMENT CORP. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 26th, 2018 • AGNC Investment Corp. • Real estate investment trusts • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [__], 20[ ] (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and [______] (“Grantee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2019 • AGNC Investment Corp. • Real estate investment trusts • Maryland
This First Amendment (“Amendment”) to the Employment Agreement dated December 18, 2017 (the “Agreement”) between Kenneth Pollack (the “Executive”) and AGNC Mortgage Management, LLC (the “Company”), is entered into as of January 25, 2019 (the “Effective Date”).
