APOLLO RESIDENTIAL MORTGAGE, INC. [ ] Shares of Common Stock Form of Underwriting Agreement (this “Agreement”)Underwriting Agreement • July 21st, 2011 • Apollo Residential Mortgage, Inc. • Real estate investment trusts • New York
Apollo Residential Mortgage, Inc., a Maryland corporation (the “Company”), which will be externally managed and advised by ARM Manager, LLC, a limited liability company organized and existing under the laws of Delaware (the “Manager”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [ ] shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”; and such shares, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
FORM OF MANAGEMENT AGREEMENTManagement Agreement • July 21st, 2011 • Apollo Residential Mortgage, Inc. • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT is made as of [ ] to be effective as of [ ] by and among APOLLO RESIDENTIAL MORTGAGE, INC., a Maryland corporation (the “Company”), ARM OPERATING, LLC, a Delaware limited liability company (“Operating LLC”) and ARM MANAGER, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
