UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 12,000,000 Shares of Common Stock Dated: March 13, 2012Underwriting Agreement • May 11th, 2012 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York
0.01 PAR VALUE PER SHARE) SALES AGREEMENTSales Agreement • August 2nd, 2017 • MTGE Investment Corp. • Real estate investment trusts • New York
MTGE Investment Corp., a Maryland corporation (the “Company”), and MTGE Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 8,000,000 Shares of Common Stock Dated: August 3, 2011Underwriting Agreement • November 14th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York
UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 17,500,000 Shares of Common Stock Dated: [ ] [ ], 2011Underwriting Agreement • July 29th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York
The undersigned, an officer and/or director, manager or affiliate of American Capital Mortgage Investment Corp., a Maryland corporation (the “Company”), understands that Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC (in such capacity, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and American Capital MTGE Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), 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, 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 180 days following the date of the Underwriting Agreement (the “Lock
AMENDED AND RESTATED MANAGEMENT AGREEMENT by and among American Capital Mortgage Investment Corp., American Capital Mortgage Investment TRS, LLC and American Capital MTGE Management, LLC Dated as of July 1, 2016Management Agreement • July 8th, 2016 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York
AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of July 1, 2016, by and among American Capital Mortgage Investment Corp., a Maryland corporation (“MTGE”), American Capital Mortgage Investment TRS, LLC, a Delaware limited liability company (“MTGE TRS”), and American Capital MTGE Management, LLC, a Delaware limited liability company (the “Manager”), which, prior to consummation of the Transaction (as defined below), was a subsidiary of a wholly-owned portfolio company of American Capital, Ltd., a Delaware corporation (“American Capital”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of August 9, 2011, is entered into by and between American Capital Mortgage Investment Corp., a Maryland corporation (the “Company”), and American Capital, Ltd., a Delaware corporation (“American Capital”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 14th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of August 3, 2011, by and among American Capital Mortgage Investment Corp., a Maryland corporation (the “Issuer”), and American Capital, Ltd., a Delaware corporation (the “Purchaser”).
0.01 PAR VALUE PER SHARE) SALES AGREEMENTSales Agreement • August 2nd, 2017 • MTGE Investment Corp. • Real estate investment trusts • New York
MTGE Investment Corp., a Maryland corporation (the “Company”), and MTGE Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), confirm their agreement (this “Agreement”) with Wells Fargo Securities, LLC (the “Agent”), as follows:
UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 20,000,000 Shares of Common Stock Dated: February 12, 2013Underwriting Agreement • February 15th, 2013 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York
AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. EQUITY INCENTIVE PLAN FOR INDEPENDENT DIRECTORS RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 29th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • Maryland
This Restricted Stock Agreement (this “Agreement”) is executed and delivered as of , 2011 (the “Effective Date”) by and between American Capital Mortgage Investment Corp., a Maryland corporation (the “Company”) and , a director of the Company (the “Grantee”). The Grantee and the Company hereby agree as follows:
MTGE INVESTMENT CORP. AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 27th, 2018 • MTGE Investment 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 MTGE Investment Corp., a Maryland 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 Mortgage Investment Corp. Amended and Restated Equity Incentive Plan (the “Plan”). The Grantee and the Company hereby agree as follows:
LICENSE AGREEMENTLicense Agreement • November 14th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • Maryland
THIS LICENSE AGREEMENT (this “Agreement”) is effective as of August 3, 2011 (the “Effective Date”) by and between American Capital, Ltd., a Delaware Corporation having its principal offices at 2 Bethesda Metro, Bethesda, MD 20814 (“Licensor” or “ACAS”) and American Capital Mortgage Investment Corp., a Maryland corporation having its principal offices at 2 Bethesda Metro, Bethesda, MD 20814 (“Licensee”) (each a “Party” and collectively the “Parties”).
UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 2,000,000 SharesUnderwriting Agreement • May 21st, 2014 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York
American Capital Mortgage Investment Corp., a Maryland corporation (the “Company”) and American Capital MTGE 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 Morgan Stanley & Co. LLC and UBS 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 2,000,000 shares of 8.125% Series A Cumulative Redeemable Preferred Stock, 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) the grant by the Company to the Underwriters, a
AMENDMENT AND JOINDER AGREEMENTManagement Agreement • November 14th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts
This AMENDMENT AND JOINDER AGREEMENT (this “Amendment”), dated as of September 30, 2011, is entered into by and between American Capital Mortgage Investment TRS, LLC, a Delaware limited liability company (“TRS”), and American Capital MTGE Management, LLC, a Delaware limited liability company (the “Manager”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Management Agreement (as defined below).
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • May 3rd, 2018 • MTGE Investment Corp. • Real estate investment trusts • New York
THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of this 2 day of May, 2018 by and between MTGE Investment Corp., a Maryland corporation (the “Company”), MTGE TRS, LLC, a Delaware limited liability company and a subsidiary of the Company (“MTGE TRS”), MTGE Management, LLC, a Delaware limited liability company (the “Manager”), and Annaly Capital Management, Inc., a Maryland corporation (“Parent”), solely for the purposes of Section 7 hereof. The Company, MTGE TRS, 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 Merger Agreement (as defined below). For the avoidance of doubt, any reference herein to the Company shall mean, from and after the Effective Time, the Surviving Corporation.
