1 EXHIBIT 2.1 EXECUTION COPY ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 14th, 1999 • Capstead Mortgage Corp • Real estate investment trusts • Texas
ARTICLE III GENERAL REPRESENTATIONS AND WARRANTIES OF SELLERPurchase and Sale Agreement • January 14th, 1999 • Capstead Mortgage Corp • Real estate investment trusts • Pennsylvania
EXHIBIT 1.1 UNDERWRITING AGREEMENT 1,000,000 Shares Capstead Mortgage CorporationUnderwriting Agreement • November 29th, 2001 • Capstead Mortgage Corp • Real estate investment trusts • New York
1 EXHIBIT 10.36 CAPSTEAD MORTGAGE CORPORATIONRegistration Rights Agreement • December 16th, 1999 • Capstead Mortgage Corp • Real estate investment trusts • New York
CAPSTEAD MORTGAGE CORPORATION, AS ISSUER INDENTUREIndenture • December 20th, 2005 • Capstead Mortgage Corp • Real estate investment trusts • New York
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN BROOKDALE LIVING COMMUNITIES, INC.Stock Purchase Agreement • January 4th, 2006 • Capstead Mortgage Corp • Real estate investment trusts • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2001 • Capstead Mortgage Corp • Real estate investment trusts • New York
EXHIBIT 4.5 =================================================================== ============= AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • September 30th, 2005 • Capstead Mortgage Corp • Real estate investment trusts • Delaware
CAPSTEAD MORTGAGE CORPORATION By: ___________________________________________ Name: Title:Sales Agreement • December 17th, 2003 • Capstead Mortgage Corp • Real estate investment trusts • New York
INDENTURE BETWEEN CAPSTEAD MORTGAGE CORPORATION AND AS TRUSTEE DATED AS OF ___, 2007 SUBORDINATED DEBT SECURITIES (Issuable in Series)Indenture • August 10th, 2007 • Capstead Mortgage Corp • Real estate investment trusts • New York
INDENTURE, dated as of ___, between CAPSTEAD MORTGAGE CORPORATION, a Maryland corporation (the “Company”), having its principal office at , and ___, as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being ___.
WITNESSETH:Management Contract • March 21st, 2002 • Capstead Mortgage Corp • Real estate investment trusts • Texas
EXHIBIT 4.4 JUNIOR SUBORDINATED INDENTUREJunior Subordinated Indenture • September 30th, 2005 • Capstead Mortgage Corp • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE between CAPSTEAD MORTGAGE CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Dated as of September 26, 2005Junior Subordinated Indenture • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of September 26, 2005, between Capstead Mortgage Corporation a Maryland corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking corporation, as Trustee (in such capacity, the “Trustee”).
THIRD AMENDMENT TO SALES AGENCY AGREEMENT DATED DECEMBER 6, 1995 ---------------------- PAINEWEBBER INCORPORATED 1285 Avenue of the Americas New York, New York 10019 Gentlemen: The Sales Agency Agreement, dated December 6, 1995 (as previously amended...Sales Agency Agreement • December 22nd, 1997 • Capstead Mortgage Corp • Real estate investment trusts • New York
AMENDED AND RESTATED TRUST AGREEMENT among CAPSTEAD MORTGAGE CORPORATION, as Depositor WELLS FARGO BANK, NATIONAL ASSOCIATION as Property Trustee WELLS FARGO DELAWARE TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as...Trust Agreement • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 26, 2005, among (i) Capstead Mortgage Corporation, a Maryland corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wells Fargo Bank, National Association, as property trustee (in such capacity, the “Property Trustee”), (iii) Wells Fargo Delaware Trust Company, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Andrew F. Jacobs and an individual, Phillip A. Reinsch, each of whose address is c/o 8401 N. Central Expressway, Suite 800, Dallas, Texas 75225 as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
BY AND AMONG CAPSTEAD MORTGAGE CORPORATION, AND FORTRESS INVESTMENT CORP.Convertible Preferred Stock Purchase Agreement • December 16th, 1999 • Capstead Mortgage Corp • Real estate investment trusts • New York
EXHIBIT 10.1 PURCHASE AGREEMENTPurchase Agreement • September 30th, 2005 • Capstead Mortgage Corp • Real estate investment trusts • New York
Capstead Mortgage Corporation Shares of Common Stock and Shares of 7.50% Series E Cumulative Redeemable Preferred Stock EQUITY DISTRIBUTION AGREEMENT Dated: January 12, 2021Equity Distribution Agreement • January 12th, 2021 • Capstead Mortgage Corp • Real estate investment trusts • New York
Capstead Mortgage Corporation, a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with [BANK NAME] (the “Placement Agent”), as follows:
9,000,000 Shares Capstead Mortgage Corporation (a Maryland corporation) Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2019 • Capstead Mortgage Corp • Real estate investment trusts • New York
EXHIBIT 10.2 PURCHASE AGREEMENTPurchase Agreement • September 30th, 2005 • Capstead Mortgage Corp • Real estate investment trusts • New York
COMPANY: CAPSTEAD MORTGAGE CORPORATIONEmployment Agreement • May 9th, 1997 • Capstead Mortgage Corp • Real estate investment trusts
Capstead Mortgage Corporation DOCS® financing facility* Shares of Common Stock, $0.01 par value SALES AGREEMENT March 10, 2008Sales Agreement • March 13th, 2008 • Capstead Mortgage Corp • Real estate investment trusts • New York
THIS SALES AGREEMENT (the “Agreement”) dated as of March 10, 2008 between Brinson Patrick Securities Corporation, having its principal office at 330 Madison Avenue, 9th Floor, New York, New York 10017 (the “Sales Manager”) and Capstead Mortgage Corporation, a corporation organized and existing under the laws of the State of Maryland (the “Company”).
CAPSTEAD MORTGAGE CORPORATION 25,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENTPlacement Agreement • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • New York
[FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows, and notes thereto, together with the report of the independent accountants thereon) of the Company and its consolidated subsidiaries for the three years ended [date], 20 and all financial statements required to be filed with any Governmental Entity (as defined in the Placement Agreement) other than the Securities and Exchange Commission for the year ended [date], 20__]
CAPSTEAD MORTGAGE CORPORATION PERFORMANCE UNIT AGREEMENT FOR EXECUTIVE EMPLOYEESPerformance Unit Agreement • January 12th, 2021 • Capstead Mortgage Corp • Real estate investment trusts • Maryland
THIS PERFORMANCE UNIT AGREEMENT (this “Agreement”) made and entered into as of the [___] day of [___________], 20[__], effective as of the date hereof (hereinafter called the “Award Date”), by and between Capstead Mortgage Corporation, a Maryland corporation (“Capstead” or the “Company”), and « Name» (the “Grantee”).
8,000,000 Shares of Common Stock Capstead Mortgage Corporation UNDERWRITING AGREEMENT November 15, 2007Underwriting Agreement • November 21st, 2007 • Capstead Mortgage Corp • Real estate investment trusts • New York
Capstead Mortgage Corporation, a corporation organized and existing under the laws of Maryland (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,000,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”), and, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 1,200,000 shares (the “Additional Shares”) of Common Stock. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares”. Bear, Stearns & Co. Inc. (“Bear Stearns”), JMP Securities LLC and Keefe Bruyette & Woods, Inc. are acting as lead managers in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
PURCHASE AGREEMENT among Capstead Mortgage Corporation Capstead Mortgage Trust I and Merrill Lynch International Dated as of September 23, 2005Purchase Agreement • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • New York
THIS PURCHASE AGREEMENT, dated as of September 23, 2005 (this “Purchase Agreement”), is entered into among Capstead Mortgage Corporation, a Maryland corporation (the “Company”), Capstead Mortgage Trust I, a Delaware statutory trust (the “Trust”, and together with the Company, the “Sellers”), and Merrill Lynch International or its assignee (the “Purchaser”).
1 EXHIBIT 1.8 CAPSTEAD MORTGAGE CORPORATION 10,625,000 Shares (Common Stock, $0.01 par value) AMENDED AND RESTATED SALES AGENCY AGREEMENTSales Agency Agreement • May 22nd, 1998 • Capstead Mortgage Corp • Real estate investment trusts • New York
Capstead Mortgage Corporation DOCS financing facility SALES AGREEMENT October 23, 2019Sales Agreement • October 28th, 2019 • Capstead Mortgage Corp • Real estate investment trusts • New York
THIS SALES AGREEMENT (this “Agreement”) dated as of October 23, 2019, between San Blas Securities LLC (doing business as Brinson Patrick, a division of San Blas Securities LLC) (the “Sales Manager”), having its principal office at 3340 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326, and Capstead Mortgage Corporation, a corporation organized and existing under the laws of the State of Maryland (the “Company”).
EXHIBIT 1.3 CAPSTEAD MORTGAGE CORPORATION 3,750,000 Shares (Common Stock, $0.01 par value) SALES AGENCY AGREEMENTSales Agency Agreement • December 6th, 1995 • Capstead Mortgage Corp • Real estate investment trusts • New York
CAPSTEAD MORTGAGE CORPORATIONRestricted Stock Agreement • January 12th, 2021 • Capstead Mortgage Corp • Real estate investment trusts • Maryland
THIS RESTRICTED STOCK AGREEMENT made and entered into as of the [___] day of [____], 20[__] (hereinafter called the “Award Date”), by and between Capstead Mortgage Corporation, a Maryland corporation (the “Company”), and [______________] (the “Grantee”).
1 AMENDMENT NO. 1 TO THE SUPPLEMENTAL AGREEMENT TO THE STOCK PURCHASE AGREEMENTSupplemental Agreement to the Stock Purchase Agreement • February 3rd, 2000 • Capstead Mortgage Corp • Real estate investment trusts • New York
FIRST AMENDMENT TO SALES AGREEMENTSales Agreement • January 27th, 2009 • Capstead Mortgage Corp • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO SALES AGREEMENT (the “Amendment”) is entered into as of the 4th day of August, 2008, by and between Capstead Mortgage Corporation (the “Company”) and BRINSON PATRICK SECURITIES CORPORATION (the “Sales Manager”), as follows:
CAPSTEAD MORTGAGE CORPORATION, AS SPONSOR, ANDDeclaration of Trust • December 20th, 2005 • Capstead Mortgage Corp • Real estate investment trusts • Delaware
8,000,000 Shares of Common Stock Capstead Mortgage Corporation UNDERWRITING AGREEMENT January 28, 2008Underwriting Agreement • February 5th, 2008 • Capstead Mortgage Corp • Real estate investment trusts • New York
BEAR, STEARNS & CO. INC. DEUTSCHE BANK SECURITIES INC. As Representatives of the several Underwriters named in Schedule I attached hereto (the “Representatives”)
CAPSTEAD MORTGAGE CORPORATION 40,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENTPlacement Agreement • February 24th, 2012 • Capstead Mortgage Corp • Real estate investment trusts • New York
Capstead Mortgage Corporation, a Maryland corporation (the “Company”), and its financing subsidiary, Capstead Mortgage Trust II, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agents (the “Placement Agents”), as follows:
