INDEMNIFICATION AGREEMENTIndemnification Agreement • April 23rd, 2013 • Ellington Residential Mortgage REIT • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2013, effective as of , 2013 (the “Effective Date”), by and between Ellington Residential Mortgage REIT, a Maryland real estate investment trust (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • April 23rd, 2013 • Ellington Residential Mortgage REIT • Real estate investment trusts • New York
This AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into effective as of September 24, 2012 (this “Agreement”) by and among Ellington Residential Mortgage REIT, a Maryland real estate investment trust (the “Company”), each of the Company’s current Subsidiaries (as defined below), and Ellington Residential Mortgage Management LLC, a Delaware limited liability company (the “Manager”). This Agreement amends, restates and supersedes in all respects that certain Management Agreement between the Company and the Manager dated as of July 31, 2012.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2013 • Ellington Residential Mortgage REIT • Real estate investment trusts • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of September 24, 2012, and is between Ellington Residential Mortgage REIT, a Maryland real estate investment trust (the “Company”), Blackstone Tactical Opportunities EARN Holdings L.L.C., a Delaware limited liability company (the “Sponsor”) and EMG Holdings, L.P., a Delaware limited partnership (“Ellington” and together with the Sponsor, the “Investors”).
SHAREHOLDERS’ AGREEMENT AMONG ELLINGTON RESIDENTIAL MORTGAGE REIT, THE SECURITYHOLDERS FROM TIME TO TIME PARTY HERETO AND ELLINGTON RESIDENTIAL MORTGAGE MANAGEMENT LLC Dated as of , 2013Shareholders’ Agreement • April 23rd, 2013 • Ellington Residential Mortgage REIT • Real estate investment trusts • Maryland
This Shareholders’ Agreement (as amended, modified or supplemented in accordance with the terms hereof, this “Agreement”) is entered into as of , 2013, by and among Ellington Residential Mortgage REIT, a Maryland real estate investment trust (the “Company”), Blackstone Tactical Opportunities EARN Holdings L.L.C., a Delaware limited liability company (the “Sponsor”), EMG Holdings, L.P., a Delaware limited partnership (“Ellington” and together with the Sponsor, the “Investors”), any other securityholders of the Company or Unit holders of the Operating Partnership who become party to this Agreement from time to time pursuant to the terms hereof (together with the Investors, the “Securityholders”) and Ellington Residential Mortgage Management LLC, a Delaware limited liability company (“ERM”). Except as otherwise provided herein, this Agreement replaces and supersedes that certain Investment and Securityholders’ Agreement, dated as of September 24, 2012, by and among the Company, the Invest
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ELLINGTON RESIDENTIAL MORTGAGE LP (a Delaware limited partnership) Dated as of September 24, 2012Ellington Residential Mortgage REIT • April 23rd, 2013 • Real estate investment trusts • Delaware
Ellington Residential Mortgage LP (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware effective as of July 20, 2012 and an Agreement of Limited Partnership entered into as of July 31, 2012, by and between EARN OP GP LLC, a Delaware limited liability company (the “General Partner”), and Ellington Residential Mortgage REIT, a Maryland real estate investment trust (the “Ellington REIT”). This Amended and Restated Agreement of Limited Partnership is entered into this 24th day of September, 2012 among the General Partner and the Limited Partners set forth on Exhibit A hereto, for the purpose of amending and restating the Agreement of Limited Partnership.
