Standard Contracts
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 29th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 (the “Effective Time”), by and between Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), and (“Indemnitee”).
2,750,000 Shares CHERRY HILL MORTGAGE INVESTMENT CORPORATION COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2018 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and JMP Securities LLC (“JMP”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and JMP (the “Underwriters”), of shares (the “Shares”) of the Common Stock, $0.01 par value per share of the Company (the “Common Stock”).
CHERRY HILL MORTGAGE INVESTMENT CORPORATIONAt Market Issuance Sales Agreement • August 9th, 2024 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”), with BTIG, LLC (the “Agent”), as follows:
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 29th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of [ ], 2013, by and among Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Issuer”), and Stanley C. Middleman (the “Purchaser”).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • September 26th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
This AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into as of September 24, 2013 (this “Agreement”) by and among Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), each of the Company’s current Subsidiaries (as defined below), and Cherry Hill Mortgage Management, LLC, a Delaware limited liability company (the “Manager”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2013, is entered into by and between Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), and Stanley C. Middleman (“Investor”).
AMENDMENT NO. 1 TO AT MARKET ISSUANCE SALES AGREEMENTAt Market Issuance Sales Agreement • March 7th, 2024 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts
Cherry Hill Mortgage Investment Corporation (the “Company”) and JMP Securities LLC (the “Agent”) are parties to that certain At Market Issuance Sales Agreement, dated August 31, 2018 (the “Original Agreement”). All capitalized terms not defined in this Amendment No. 1 to At Market Issuance Sales Agreement (this “Amendment”) shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
LTIP UNIT VESTING AGREEMENT (Cherry Hill Mortgage Investment Corporation 2013 Equity Incentive Plan)Ltip Unit Vesting Agreement • June 10th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • Delaware
This LTIP Unit Vesting Agreement (this “Agreement”), dated as of , 20 (the “Grant Date”), is made by and among Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), Cherry Hill Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), and (the “Participant”). On the Grant Date the Participant was granted an Other Equity-Based Award under the Company’s 2013 Equity Incentive Plan (the “Plan”) covering the LTIP Units issued by the Partnership as described in Section 1. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan, attached hereto as Exhibit A, and the Agreement of Limited Partnership of the Partnership, as amended from time to time (the “Partnership Agreement”), attached hereto as Exhibit B.
Strategic Alliance AgreementStrategic Alliance Agreement • October 15th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
AGREEMENT made as of October 9, 2013, between Freedom Mortgage Corporation, a New Jersey corporation (“Freedom Mortgage”), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (“Cherry Hill”).
POOL 2 EXCESS MSRs ACQUISITION and RECAPTURE AGREEMENT by and between FREEDOM MORTGAGE CORPORATION (Seller) and CHERRY HILL MORTGAGE INVESTMENT CORP. (Purchaser) Dated as of , 2013Excess MSRS Acquisition and Recapture Agreement • September 26th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
THIS POOL 2 EXCESS MSRS ACQUISITION and RECAPTURE AGREEMENT, dated as of , 2013, is by and between Cherry Hill Mortgage Investment Corp., a Maryland corporation (together with its successors and permitted assigns, “Purchaser”), and Freedom Mortgage Corporation, a New Jersey corporation (together with its successors and permitted assigns, “Seller”).
POOL 2 EXCESS MSR ACQUISITION and RECAPTURE AGREEMENT by and between FREEDOM MORTGAGE CORPORATION (Seller) and CHERRY HILL MORTGAGE INVESTMENT CORP. (Purchaser) Dated as of October 9, 2013Excess MSR Acquisition and Recapture Agreement • October 15th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
THIS POOL 2 EXCESS MSR ACQUISITION and RECAPTURE AGREEMENT, dated as of October 9, 2013, is by and between Cherry Hill Mortgage Investment Corp., a Maryland corporation (together with its successors and permitted assigns, “Purchaser”), and Freedom Mortgage Corporation, a New Jersey corporation (together with its successors and permitted assigns, “Seller”).
AMENDMENT NO. 3 TO AT MARKET ISSUANCE SALES AGREEMENTAt Market Issuance Sales Agreement • August 9th, 2024 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts
Reference is made to that certain At Market Issuance Sales Agreement, dated August 31, 2018 (the “Original Agreement”), by and between Cherry Hill Mortgage Investment Corporation (the “Company”) and Citizens JMP Securities, LLC (formerly known as JMP Securities LLC, the “Agent”), as amended by Amendment No. 1, dated August 25, 2021 (“Amendment No. 1”), and Amendment No. 2, dated November 4, 2022 (“Amendment No. 2” and, together with Amendment No. 1 and the Original Agreement, the “Agreement”), pursuant to which the Company agreed to sell through the Agent shares of common stock, par value $0.01 per share, of the Company not exceeding the Maximum Amount. All capitalized terms used in this Amendment No. 3 to At Market Issuance Sales Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
FLOW AND BULK PURCHASE AGREEMENT by and between FREEDOM MORTGAGE CORPORATION (Seller) and CHERRY HILL MORTGAGE INVESTMENT CORP. (Purchaser) Dated as of , 2013Flow and Bulk Purchase Agreement • September 26th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
THIS FLOW AND BULK PURCHASE AGREEMENT, dated as of , 2013, is by and between Cherry Hill Mortgage Investment Corp., a Maryland corporation (together with its successors and permitted assigns, “Purchaser”), and Freedom Mortgage Corporation, a New Jersey corporation (together with its successors and permitted assigns, “Seller”).
LTIP UNIT VESTING AGREEMENT (Cherry Hill Mortgage Investment Corporation 2013 Equity Incentive Plan )Ltip Unit Vesting Agreement • June 10th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • Delaware
This LTIP Unit Vesting Agreement (this “Agreement”), dated as of , 20 (the “Grant Date”), is made by and among Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), Cherry Hill Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), and (the “Participant”). On the Grant Date the Participant was granted an Other Equity-Based Award under the Company’s 2013 Equity Incentive Plan (the “Plan”) covering the LTIP Units issued by the Partnership as described in Section 1. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan, attached hereto as Exhibit A, and the Agreement of Limited Partnership of the Partnership, as amended from time to time (the “Partnership Agreement”), attached hereto as Exhibit B.
AMENDMENT NO. 2 TO AT MARKET ISSUANCE SALES AGREEMENTAt Market Issuance Sales Agreement • November 7th, 2022 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
Reference is made to that certain At Market Issuance Sales Agreement, dated August 31, 2018 (the “Original Agreement”), by and between Cherry Hill Mortgage Investment Corporation (the “Company”) and JMP Securities LLC (the “Agent”), as amended by Amendment No. 1 to At Market Issuance Sales Agreement, dated August 25, 2021 (“Amendment No. 1” and, together with the Original Agreement, the “Agreement”), by and between the Company and the Agent, pursuant to which the Company agreed to sell through the Agent, shares of common stock, par value $0.01 per share, of the Company, not exceeding the Maximum Amount. All capitalized terms not defined in this Amendment No. 2 to At Market Issuance Sales Agreement (this “Amendment”) shall have the meanings ascribed to them in the Agreement. The parties, intending to be legally bound, hereby amend the Agreement as follows:
SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF CHERRY HILL OPERATING PARTNERSHIP, LP DESIGNATION OF ADDITIONAL 8.20% SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS April 5, 2018Agreement of Limited Partnership • April 5th, 2018 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts
Pursuant to Sections 4.02 and 11.01 of the Agreement of Limited Partnership of Cherry Hill Operating Partnership, LP, as amended by that certain First Amendment to the Agreement of Limited Partnership of Cherry Hill Operating Partnership, LP (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows:
CHERRY HILL MORTGAGE INVESTMENT CORPORATION Restricted Non-Employee Director Stock Award AgreementRestricted Non-Employee Director Stock Award Agreement • January 27th, 2014 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • Delaware
THIS RESTRICTED NON-EMPLOYEE DIRECTOR STOCK AWARD AGREEMENT (the “Agreement”), dated as of the day of , 20 , governs the Stock Award granted by CHERRY HILL MORTGAGE INVESTMENT CORPORATION, a Maryland corporation (the “Company”), to (the “Participant”), in accordance with and subject to the provisions of the Company’s 2013 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.
AMENDMENT NO. 1 TO AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • October 23rd, 2015 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into as of October 22, 2015 (this “Amendment”) by and among Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), each of the Company’s current Subsidiaries (as defined below), and Cherry Hill Mortgage Management, LLC, a Delaware limited liability company (the “Manager”).
AMENDMENT NO. 2 TO AT MARKET ISSUANCE SALES AGREEMENTAt Market Issuance Sales Agreement • November 7th, 2022 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
FREEDOM MORTGAGE CORPORATIONExcess MSR Acquisition Agreements • March 16th, 2018 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts
CHERRY HILL MORTGAGE INVESTMENT CORPORATION Unrestricted Non-Employee Director Stock Award AgreementUnrestricted Non-Employee Director Stock Award Agreement • January 27th, 2014 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • Delaware
THIS UNRESTRICTED NON-EMPLOYEE DIRECTOR STOCK AWARD AGREEMENT (the “Agreement”), dated as of the day of , 20 , governs the Stock Award granted by CHERRY HILL MORTGAGE INVESTMENT CORPORATION, a Maryland corporation (the “Company”), to (the “Participant”), in accordance with and subject to the provisions of the Company’s 2013 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.
January 9, 2016 Freedom Mortgage CorporationLetter Agreement • May 9th, 2017 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts
FLOW AND BULK EXCESS MSR PURCHASE AGREEMENT by and between FREEDOM MORTGAGE CORPORATION (Seller) and CHERRY HILL MORTGAGE INVESTMENT CORP. (Purchaser) Dated as of October 9, 2013Flow and Bulk Excess MSR Purchase Agreement • October 15th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
THIS FLOW AND BULK PURCHASE AGREEMENT, dated as of October 9, 2013, is by and between Cherry Hill Mortgage Investment Corp., a Maryland corporation (together with its successors and permitted assigns, “Purchaser”), and Freedom Mortgage Corporation, a New Jersey corporation (together with its successors and permitted assigns, “Seller”).
THIRD AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF CHERRY HILL OPERATING PARTNERSHIP, L.P. DESIGNATION OF 8.250% SERIES B FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PREFERRED UNITS February 8, 2019Agreement of Limited Partnership • February 8th, 2019 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts
Pursuant to Sections 4.02 and 11.01 of the Agreement of Limited Partnership of Cherry Hill Operating Partnership, L.P. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance of up to 2,070,000 shares of 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”) of the General Partner and the issuance to the General Partner of Series B Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series B Preferred Stock:
AGREEMENT OF LIMITED PARTNERSHIP OF CHERRY HILL OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership) Dated as of April 25, 2013Limited Partnership Agreement • May 29th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF CHERRY HILL OPERATING PARTNERSHIP, L.P., dated as of April 25, 2013, is entered into by and among CHERRY HILL MORTGAGE INVESTMENT CORPORATION, a Maryland corporation, as the general partner of the Partnership, and the limited partner(s) listed on Exhibit A hereto (each a “Limited Partner”).
SERVICES AGREEMENTServices Agreement • May 29th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
SERVICES AGREEMENT, dated as of May 1, 2013, by and between Cherry Hill Mortgage Management LLC, a Delaware limited liability company (the “Manager”), and Freedom Mortgage Corporation, a New Jersey corporation ( “FMC”).
CHERRY HILL MORTGAGE INVESTMENT CORPORATION Form of Stock Award AgreementStock Award Agreement • August 8th, 2024 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • Delaware
THIS STOCK AWARD AGREEMENT (the “Agreement”), dated as of June 26, 2024, governs the Stock Award granted by CHERRY HILL MORTGAGE INVESTMENT CORPORATION, a Maryland corporation (the “Company”), to [●] (the “Participant”), in accordance with and subject to the provisions of the Company’s 2023 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given to them in the Plan.
FIRST AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF CHERRY HILL OPERATING PARTNERSHIP, L.P. DESIGNATION OF 8.20% SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS August 16, 2017Agreement of Limited Partnership • August 16th, 2017 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts
Pursuant to Sections 4.02 and 11.01 of the Agreement of Limited Partnership of Cherry Hill Operating Partnership, L.P. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance of up to 2,530,000 shares of 8.20% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”) of the General Partner and the issuance to the General Partner of Series A Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series A Preferred Stock:
SECURITIES PURCHASE AGREEMENT dated as of February 10, 2015 by and among CHMI SOLUTIONS, INC., as Buyer, AURORA FINANCIAL HOLDING COMPANY, INC., as Seller, AURORA FINANCIAL GROUP, INC., as the Company, and WILLIAM RAFTERYSecurities Purchase Agreement • February 12th, 2015 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York
SECURITIES PURCHASE AGREEMENT, dated as of February 10, 2015 (this “Agreement”), by and among CHMI SOLUTIONS, INC., a Delaware corporation (“Buyer”); AURORA FINANCIAL HOLDING COMPANY, INC., a New Jersey corporation (“Seller”), AURORA FINANCIAL GROUP, INC., a New Jersey corporation (the “Company”); and WILLIAM RAFTERY, an individual (the “Majority Shareholder”). Buyer, Seller, the Company and the Majority Shareholder are collectively referred to herein as, the “Parties” or, individually, a “Party”.
Freedom Mortgage CorporationLetter Agreement • March 16th, 2018 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts
