WESTERN ASSET MORTGAGE CAPITAL CORPORATION (a Delaware corporation) 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2018 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
Western Asset Mortgage Capital Corporation INDENTURE Dated as of October 2, 2017 DEBT SECURITIES Wells Fargo Bank, National Association TrusteeIndenture • October 3rd, 2017 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
INDENTURE dated as of October 2, 2017, among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 30th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • Delaware
AGREEMENT, dated as of April , 2012, by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
MANAGEMENT AGREEMENT by and between Western Asset Mortgage Capital Corporation and Western Asset Management CompanyManagement Agreement • August 14th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
MANAGEMENT AGREEMENT, dated as of May 9, 2012, by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”) and Western Asset Management Company, a California corporation (the “Manager”).
Form of Registration Rights AgreementRegistration Rights Agreement • April 30th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of April , 2012, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, a California corporation (the “Manager”), the persons listed on Schedule A hereto (each, an “Investor”, and collectively, the “Investors”) and Wells Fargo Bank, National Association, as trustee for the Western Asset Management Company Employee Deferred Compensation Plan (the “Deferred Compensation Plan”).
WESTERN ASSET MORTGAGE CAPITAL CORPORATION $100,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 9th, 2017 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
Western Asset Mortgage Capital Corporation Underwriting AgreementUnderwriting Agreement • September 14th, 2021 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Underwriter”) $75,000,000 principal amount of its 6.75% Convertible Senior Notes due 2024 (the “Underwritten Securities”) and, at the option of the Underwriter, up to an additional $11,250,000 principal amount of its 6.75% Convertible Senior Notes due 2024 (the “Option Securities”) if and to the extent that the Underwriter shall have determined to exercise the option to purchase such Option Securities granted to the Underwriter in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.01 per share (the “Common Stock”), or a combination thereof, at the Company’s election. The Securities will be issued pursuant to an Indenture, dated as of October 2, 2017 (the “Base Indenture”), b
AGREEMENT AND PLAN OF MERGER among AG MORTGAGE INVESTMENT TRUST, INC., AGMIT MERGER SUB, LLC, WESTERN ASSET MORTGAGE CAPITAL CORPORATION and, solely for the limited purposes set forth herein, AG REIT MANAGEMENT, LLC Dated as of August 8, 2023Merger Agreement • August 9th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2023 (this “Agreement”), by and among AG Mortgage Investment Trust, Inc., a Maryland corporation (“Parent”), AGMIT Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and, solely for purposes of Section 3.3(a), Section 3.3(i), Article V, Section 6.13, Section 7.2, Section 7.3 and Article IX, AG REIT Management, LLC, a Delaware limited liability company (“Parent Manager”).
WESTERN ASSET MORTGAGE CAPITAL CORPORATION MANAGER EQUITY PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 14th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT, (the “Agreement”), dated as of May 15, 2012 (the “Grant Date”), is made by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and Western Asset Management Company, a California corporation (the “Grantee”).
Terra Property Trust (“TPT”) + Western Asset Mortgage Capital (“WMC”) Definitive Merger Agreement June 28, 2023 Terra Property TrustMerger Agreement • June 30th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts
VOTING AGREEMENTVoting Agreement • June 30th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023 by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Parent”), Terra Offshore Funds REIT, LLC, a Delaware limited liability company, and Terra JV, LLC, a Delaware limited liability company (together with Terra Offshore Funds REIT, LLC, the “Stockholders”, and each, a “Stockholder”).
FOURTH AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • August 9th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
THIS FOURTH AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made as of August 8, 2023, by and between AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”), and AG REIT Management, LLC, a Delaware limited liability company (the “Manager” and together with the Company, the “Parties”).
WESTERN ASSET MORTGAGE CAPITAL CORPORATION FORM OF MANAGER EQUITY PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • April 30th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT, (the “Agreement”), dated as of , 2012 (the “Grant Date”), is made by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and Western Asset Management Company, a California corporation (the “Grantee”).
WESTERN ASSET MORTGAGE CAPITAL CORPORATION (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2019 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • June 30th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023, by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, LLC, a California limited liability company (the “Manager”), and solely for purposes of Sections 1(b), 5 and 10 hereof, Terra Property Trust, Inc., a Maryland corporation (“TPT”). The Company, the Manager and TPT are each sometimes referred to herein as a “Party,” and collectively as, the “Parties.” Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Prior Management Agreement or the Merger Agreement (each as defined below), as the case may be.
WESTERN ASSET MORTGAGE CAPITAL CORPORATION (a Delaware corporation) [ ] Shares of Common Stock FORM OF UNDERWRITING AGREEMENT Dated: May [ ], 2012Underwriting Agreement • May 8th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and Western Asset Management Company, a California corporation (the “Manager”), each confirms its agreement with Deutsche Bank Securities Inc. (“Deutsche Bank”), J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Deutsche Bank, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in said Schedule A, representing [ ] shares of Common Stock in the aggregate, and with respe
WESTERN ASSET MORTGAGE CAPITAL CORPORATION AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 5th, 2020 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
FORM OF UNIT PURCHASE AGREEMENTUnit Purchase Agreement • April 30th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
This UNIT PURCHASE AGREEMENT, dated as of April , 2012, is entered into by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Issuer”), and [ ] (including its successors and assigns, the “Purchaser”).
June 27, 2023Commitment Letter • June 30th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • Delaware
Terra Capital Partners, LLC, a Delaware limited liability company (“TCP”) and an affiliate of Terra REIT Advisors, LLC, a Delaware limited liability company and the external manager of Terra Property Trust, Inc., a Maryland corporation (“TPT”), is pleased to offer the Commitment (as defined below) set forth in this letter agreement to Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”). This letter agreement is subject to the conditions set forth herein in anticipation of the completion of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), of even date herewith, by and among the Company, Maverick Merger Sub, LLC, a Maryland limited liability company, and TPT. Capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement.
Registration Rights AgreementRegistration Rights Agreement • August 14th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of May 15, 2012, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, a California corporation (the “Manager”), the persons listed on the Investor signature pages hereto (each, an “Investor”, and collectively, the “Investors”) and Wells Fargo Bank, National Association, as trustee for the Western Asset Management Company Employee Deferred Incentive Plan (the “Deferred Compensation Plan”).
WESTERN ASSET MORTGAGE CAPITAL CORPORATION SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”) made as of this 27th day of April 2012, by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee for the Grantor Trust Agreement for Western Asset Management Company Employee Deferred Incentive Plan (the “Purchaser”).
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • August 9th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2023, by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, LLC, a California limited liability company (the “Manager”), and, solely for the purposes of Sections 1(b), 5 and 10 hereof, AG Mortgage Investment Trust, Inc., a Maryland corporation (“Parent”). The Company, the Manager and Parent are each sometimes referred to herein as a “Party,” and collectively as, the “Parties.” Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Management Agreement or the Merger Agreement (each as defined below), as the case may be.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • June 30th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 27, 2023, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Terra Property Trust, Inc., a Maryland corporation (“TPT”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the “Manager”). The Company, TPT and the Manager are collectively referred to herein as the “Parties” and each as a “Party.”
AMENDMENT TO THE MANAGEMENT AGREEMENTManagement Agreement • August 5th, 2016 • Western Asset Mortgage Capital Corp • Real estate investment trusts
THIS AMENDMENT TO THE MANAGEMENT AGREEMENT (this “Amendment”), is made this 3rd day of August 2016, by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and Western Asset Management Company, a California corporation (the ‘‘Manager”), on the terms and conditions set forth below.
ContractWarrant Agreement • April 30th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF, UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER, SALE, OR DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT.
