INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2024 • Angel Oak Mortgage REIT, Inc. • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ___ day of ____________, 202[] (the “Effective Date”), by and between Angel Oak Mortgage REIT, Inc., a Maryland corporation (the “Company”), and ___________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 21, 2021 (this “Agreement”), is entered into by and between Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), and Falcons I, LLC, a Delaware limited liability company and the external manager of the Company (the “Manager”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...Limited Partnership Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Delaware
Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Partnership taxable year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. This Section 1(c) is intended to constitute a qualified income offset under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
SECOND AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • March 15th, 2024 • Angel Oak Mortgage REIT, Inc. • Real estate • Georgia
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • March 15th, 2024 • Angel Oak Mortgage REIT, Inc. • Real estate • New York
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...Limited Partnership Agreement • June 23rd, 2021 • Angel Oak Mortgage, Inc. • Real estate
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. FIFTH AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • March 15th, 2024 • Angel Oak Mortgage REIT, Inc. • Real estate • New York
as of November 7, 2023 and effective as of June 21, 2021 (the “Effective Date”) (including any schedule attached hereto and as amended, restated, supplemented and otherwise modified from time to time, this “Guaranty Agreement”), is made by Angel Oak Mortgage REIT, Inc. (formerly Angel Oak Mortgage, Inc.), a Maryland corporation (in such capacity, the “Guarantor”), in favor of * “Global Investment Bank 3”, a New York state chartered bank, as Buyer (in such capacity, “Buyer”), and as Repo Agent (in such capacity, “Repo Agent”). This Guaranty Agreement amends and restates in its entirety that certain Fourth Amended and Restated Guaranty Agreement dated as of December 19, 2022, by and among Guarantor, Buyer and Repo Agent.
MASTER REPURCHASE AGREEMENT Among: ROYAL BANK OF CANADA, as Buyer ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP and ANGEL OAK MORTGAGE FUND TRS, as Sellers and ANGEL OAK MORTGAGE, INC., as Guarantor Dated as of April 13, 2022Master Repurchase Agreement • April 14th, 2022 • Angel Oak Mortgage, Inc. • Real estate • New York
This is a MASTER REPURCHASE AGREEMENT, dated as of April 13, 2022, among ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP, a Delaware limited partnership (including its successors in interest and permitted assigns, the “Operating Partnership Seller”), ANGEL OAK MORTGAGE FUND TRS, a Delaware statutory trust (including its successors in interest and permitted assigns, the “Mortgage Fund Seller” and together on a joint and several basis with the Operating Partnership Seller, the “Sellers” and each, a “Seller”), ANGEL OAK MORTGAGE, INC., a Maryland corporation (including its successors in interest and permitted assigns, the “Guarantor”), and ROYAL BANK OF CANADA, a Canadian chartered bank, acting through a New York Branch (including its successors in interest and permitted assigns and, with respect to Section 17, its participants, the “Buyer”).
SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • June 23rd, 2021 • Angel Oak Mortgage, Inc. • Real estate • Maryland
THIS SHAREHOLDER RIGHTS AGREEMENT (as amended, modified or supplemented in accordance with the terms hereof, this “Agreement”) is entered into as of June 21, 2021 by and among Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), Falcons I, LLC, a Delaware limited liability company (the “Manager”), and NHTV Atlanta Holdings LP, a Delaware limited partnership (the “Investor”).
STOCKHOLDER’S AGREEMENT Dated as of June 21, 2021Stockholder’s Agreement • June 23rd, 2021 • Angel Oak Mortgage, Inc. • Real estate • Maryland
THIS STOCKHOLDER’S AGREEMENT (as amended, modified or supplemented in accordance with the terms hereof, this “Agreement”) is entered into as of June 21, 2021 by and among Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), Falcons I, LLC, a Delaware limited liability company (the “Manager”), and VPIP AO MF LLC, a Delaware limited liability company (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 21, 2021 (this “Agreement”), is entered into by and between Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), and CPPIB Credit Investments Inc., a corporation organized under the federal laws of Canada (the “Investor”).
MANAGEMENT AGREEMENT by and among Angel Oak Mortgage, Inc., Angel Oak Mortgage Operating Partnership, LP and Falcons I, LLC Dated as of June 21, 2021Management Agreement • June 23rd, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
MANAGEMENT AGREEMENT, dated as of June 21, 2021, by and among Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), Angel Oak Mortgage Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and Falcons I, LLC, a Delaware limited liability company (the “Manager”).
TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • August 11th, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
This MASTER REPURCHASE AGREEMENT, is entered into as of December 6, 2018, among ANGEL OAK MORTGAGE, INC., a Maryland corporation (“AOMI Seller” or a “Seller”), ANGEL OAK MORTGAGE FUND TRS, a Delaware statutory trust (“AOMF Seller” or a “Seller”, collectively, the “Sellers”), and NOMURA CORPORATE FUNDING AMERICAS, LLC, a Delaware limited liability company (the “Buyer”).
TRADEMARK LICENSE AGREEMENT June 16, 2021Trademark License Agreement • June 23rd, 2021 • Angel Oak Mortgage, Inc. • Real estate • Georgia
• Angel Oak Companies, LP f/k/a Angel Oak Companies LLC, a Delaware limited partnership with a principal place of business at 3344 Peachtree Road NE, Suite 1725, Atlanta, GA 30326 (“Angel Oak”); and
ANGEL OAK MORTGAGE, INC. 7,200,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: June 16, 2021Underwriting Agreement • June 23rd, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), Angel Oak Mortgage Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership,” and together with the Company, the “Transaction Entities”), and Falcons I, LLC, a Delaware limited liability company (the “Manager”), confirm their respective agreements with Wells Fargo Securities, LLC (“Wells Fargo”), BofA Securities, Inc. (“BofA”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and UBS Securities LLC (“UBS”), and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Wells Fargo, BofA, Morgan Stanley and UBS are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company of a total of 7,200,000 shares (the “Initial Securities”) of the Company’s common stock, $0.01 par value per share (the “Com
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Among DEUTSCHE BANK AG, NEW YORK BRANCH, as Buyer Angel Oak Mortgage Fund TRS, as a Seller and Angel Oak Mortgage, Inc., as a Seller June 21, 2021Master Repurchase Agreement • June 25th, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
THIS AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of June 21, 2021, by and among Deutsche Bank AG, New York Branch (“Buyer”), Angel Oak Mortgage Fund TRS, a Delaware statutory trust (“Trust Seller” or a “Seller), and Angel Oak Mortgage, Inc., a Maryland corporation (“REIT Seller” or a “Seller”, and together with Trust Seller, collectively, “Sellers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ · ], 2021, is entered into by and among Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”), the Lead Investors, the Angel Oak Investors and the Other Investors (as each term is defined below).
CONFIRMATION TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 5th, 2022 • Angel Oak Mortgage, Inc. • Real estate
Re: Confirmation pursuant to Master Repurchase Agreement and related Annexes thereto, each dated as of October 4, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among [Lender] (“Buyer”) and Angel Oak Mortgage REIT TRS, LLC (“Seller”)
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that registrant treats as private or confidential. AMENDMENT NO. 2 TO THE AMENDED AND RESTATED PRICING SIDE LETTERAngel Oak Mortgage REIT, Inc. • January 24th, 2024 • Real estate • New York
This Amendment No. 2 to the Amended and Restated Pricing Side Letter, dated as of January 19, 2024 (this “Amendment”), is entered into by and among *(“Global Investment Bank 2”), as buyer (the “Global Investment Bank 2”), Angel Oak Mortgage Fund TRS (“Trust Seller” or a “Seller”) and Angel Oak Mortgage REIT, Inc. (“REIT Seller” or a “Seller” and together with Trust Seller, collectively, “Sellers”). Any capitalized terms not defined herein shall have the meaning assigned to such term in the Pricing Side Letter (as defined below).
GUARANTY AGREEMENTGuaranty Agreement • August 20th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Texas
THIS GUARANTY AGREEMENT (this “Guaranty Agreement”) is executed as of August 16, 2021, by ANGEL OAK MORTGAGE, INC., a Maryland corporation (“Guarantor”), in favor of VERITEX COMMUNITY BANK, on behalf of itself and its Affiliates (“Lender”).
GUARANTYGuaranty • September 22nd, 2021 • Angel Oak Mortgage, Inc. • Real estate • New York
GUARANTY, dated as of September 20, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by Angel Oak Mortgage, Inc., a Maryland corporation (the “Guarantor”), in favor of BARCLAYS BANK PLC (the “Buyer”).
PROMISSORY NOTEAngel Oak Mortgage, Inc. • August 20th, 2021 • Real estate • Texas
FOR VALUE RECEIVED, ANGEL OAK MORTGAGE FUND TRS, a Delaware statutory trust, ANGEL OAK MORTGAGE REIT TRS, LLC, a Delaware limited liability company, and ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP, a Delaware limited partnership (individually, collectively, interchangeably, and jointly and severally, “Borrower”), hereby promises to pay to the order of VERITEX COMMUNITY BANK ("Lender"), at the office of Lender located at 8214 Westchester Drive, Suite 400, Dallas, TX 75225, the principal amount of FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00) or such lesser principal amount as from time to time shall be outstanding hereunder, as reflected in the books and records of Lender, together with interest on the principal balance from time to time outstanding hereunder, from (and including) the date of disbursement until (but not including) the date of payment, at a per annum rate equal to the Stated Interest Rate specified below or, to the extent applicable, the Default Rate specified below
AMENDMENT NO. 7 TO PRICING SIDE LETTERAngel Oak Mortgage, Inc. • August 12th, 2022 • Real estate • New York
This Amendment No. 7 to Pricing Side Letter, dated as of August 8, 2022 (this “Amendment”), by and between Angel Oak Mortgage, Inc. (“Seller”) and Nomura Corporate Funding Americas, LLC (“Buyer”).
Certain information in this document has been omitted from this exhibit because it is bothAngel Oak Mortgage REIT, Inc. • March 28th, 2024 • Real estate • New York
THIS GUARANTY, dated as of March 28, 2024 (as amended, supplemented, or otherwise modified from time to time, this “Guaranty”), made by Angel Oak Mortgage REIT, Inc. (the “Guarantor”), in favor of * “Global Investment Bank 2” (the “Buyer”).
ANGEL OAK MORTGAGE, INC. Restricted Stock Award NoticeRestricted Stock Award Agreement • June 10th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Maryland
You have been awarded shares of restricted stock of Angel Oak Mortgage, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), pursuant to the terms and conditions of the Angel Oak Mortgage, Inc. 2021 Equity Incentive Plan (the “Plan”) and the Restricted Stock Award Agreement (together with this Award Notice, the “Agreement”). Copies of the Plan and the Restricted Stock Award Agreement are attached hereto. Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement.
AMENDED AND RESTATED VARIABLE TERMS LETTER (Master Repurchase Agreement)Variable Terms Letter • June 25th, 2021 • Angel Oak Mortgage, Inc. • Real estate
ANGEL OAK MORTGAGE REIT, INC., As Issuer, ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP, AS GUARANTOR, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF JULY 25, 2024 TO INDENTURE DATED JULY 25, 2024...Mortgage • July 25th, 2024 • Angel Oak Mortgage REIT, Inc. • Real estate • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is entered into as of July 25, 2024 among Angel Oak Mortgage REIT, Inc., a Maryland corporation (the “Company”), Angel Oak Mortgage Operating Partnership, LP, a Delaware limited partnership (the “Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
AMENDED AND RESTATED VARIABLE TERMS LETTER (Master Repurchase Agreement)Variable Terms Letter • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential AMENDMENT NO. 1 TO ANNEX I.A. TO MASTER REPURCHASE AGREEMENT AND FEE...Angel Oak Mortgage, Inc. • February 1st, 2022 • Real estate • New York
This AMENDMENT NO. 1 (this “Amendment”), is made as of January 27, 2022, by and between BARCLAYS BANK PLC (“Buyer”) and PEACHTREE MORTGAGE SPV, LLC (“Seller”) to (i) the Annex I.A. (“Annex I.A.”) to that certain Master Repurchase Agreement, dated as of September 20, 2021, between Buyer and Seller (the “Repurchase Agreement”) and (ii) that certain Fee Letter, dated as of September 20, 2021, between Buyer and Seller (the “Fee Letter”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • July 18th, 2024 • Angel Oak Mortgage REIT, Inc. • Real estate • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of July 18, 2024 by and between Angel Oak Mortgage REIT, Inc., a Maryland corporation (the “Company”), and Xylem Finance LLC, a Delaware limited liability company (the “Selling Stockholder”).
FIRST MODIFICATION AGREEMENTFirst Modification Agreement • February 15th, 2022 • Angel Oak Mortgage, Inc. • Real estate • Texas
THIS FIRST MODIFICATION AGREEMENT (this “Agreement”) is executed to be effective as of February 11, 2022 (the “Effective Date”), by and among ANGEL OAK MORTGAGE REIT TRS, LLC, a Delaware limited liability company (“REIT Borrower”), ANGEL OAK MORTGAGE FUND TRS, a Delaware statutory trust (“Trust Borrower”), and ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Operating Borrower”, and together with REIT Borrower and Trust Borrower, individually, collectively, interchangeably and jointly and severally, the “Borrower”), ANGEL OAK MORTGAGE INC., a Delaware corporation (the “Guarantor”), and VERITEX COMMUNITY BANK, a Texas state bank (“Lender”).
AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • September 30th, 2022 • Angel Oak Mortgage, Inc. • Real estate • New York
This AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”) is made as of September 26, 2022, by and between BARCLAYS BANK PLC (“Buyer”) and PEACHTREE MORTGAGE SPV, LLC (“Seller”).
ANGEL OAK MORTGAGE REIT, INC.Angel Oak Mortgage REIT, Inc. • July 25th, 2024 • Real estate
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE FIRST SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.2 OF THE FIRST SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.2(a) OF THE FIRST SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF ANGEL OAK MORTGAGE REIT, INC. (THE “COMPANY”) AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO T
MORTGAGE LOAN PURCHASE AGREEMENT ANGEL OAK MORTGAGE FUND TRS, (Purchaser) ANGEL OAK PRIME BRIDGE, LLC (Seller and Servicer) Servicing Retained Mortgage Loans Effective as of October 1, 2018Mortgage Loan Purchase Agreement • June 8th, 2021 • Angel Oak Mortgage, Inc. • Real estate • Georgia
This is a Mortgage Loan Purchase Agreement (the “Agreement”), dated and effective as of October 1, 2018, by and between ANGEL OAK MORTGAGE FUND TRS, (and its successors and assigns, and any subsequent permitted holder or holders of the Mortgage Loans, the “Purchaser ‘) and ANGEL OAK PRIME BRIDGE, LLC, as servicer and seller (in such capacity and its successor and assigns, the “Servicer” or “Seller”, as applicable).
Master Repurchase AgreementMaster Repurchase Agreement • October 5th, 2022 • Angel Oak Mortgage, Inc. • Real estate • New York
