FORM OF MANAGEMENT AGREEMENTForm of Management Agreement • July 29th, 2009 • Enterprise Acquisition Corp. • Blank checks • Florida
This MANAGEMENT AGREEMENT is entered into as of , 2009 by and between (i) ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation (the “REIT”), and (ii) ARMOUR RESIDENTIAL MANAGEMENT LLC, a Delaware limited liability company (the “Manager”).
FORM OF SUPPLEMENT & AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • July 29th, 2009 • Enterprise Acquisition Corp. • Blank checks • Delaware
This Supplement and Amendment to the Warrant Agreement, dated as of [●], 2009 (the “Amendment”), is executed by Enterprise Acquisition Corp., a Delaware corporation (the “ Company ”), ARMOUR Residential REIT, Inc. ("ARMOUR") and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent ”).
FORM OF SUB-MANAGEMENT AGREEMENTForm of Sub-Management Agreement • July 29th, 2009 • Enterprise Acquisition Corp. • Blank checks • Florida
This FORM OF SUB-MANAGEMENT AGREEMENT (this “Agreement”), is entered into as of ________, 2009, by and among (i) ARMOUR RESIDENTIAL MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), (ii) STATON BELL BLANK CHECK LLC, a Delaware limited liability company (the “Sub-Manager”), (iii) ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation, but solely with respect to Sections 1, 6(a), 9(b), 11(a), 11(b), 11(e), 14(a), 14(b), 15, and 18 through 32 (the “REIT”), and (iv) JEFFREY J. ZIMMER and SCOTT J. ULM, but solely with respect to Sections 1, 9, 11(a), 14(a), 15(a), 18 through 30, and 32 (Messrs. Zimmer and Ulm, together, the “Members” and, each, a “Member”).
AGREEMENT AND PLAN OF MERGER among ARMOUR RESIDENTIAL REIT, INC., ARMOUR MERGER SUB CORP. and ENTERPRISE ACQUISITION CORP. Dated as of July 29, 2009 A-1Agreement and Plan of Merger • July 29th, 2009 • Enterprise Acquisition Corp. • Blank checks • Delaware
Manager in connection with this Agreement constitutes willful misconduct or gross negligence that results in material harm to the REIT and such willful misconduct or gross negligence has not been cured within a period of 30 days after receipt by the Manager of written notice thereof specifying such willful misconduct or gross negligence and requesting that the same be remedied in such 30-day period, or (c) that an action taken or omitted to be taken by the Manager in connection with this Agreement constitutes fraud that results in material harm to the REIT.
FORM OF SPONSORS' VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 29th, 2009 • Enterprise Acquisition Corp. • Blank checks • Delaware
This SPONSORS' VOTING AND SUPPORT AGREEMENT, dated as of July 28, 2009 (this “Agreement”), is by and among Staton Bell Blank Check LLC ("SBBC"), each other party that executed this Agreement and is designated as a sponsor on the signature page hereto (each a “Sponsor” and, together with SBBC, the “Sponsors”), Enterprise Acquisition Corp. (the “Company ”), ARMOUR Residential REIT, Inc. (“Parent ”), ARMOUR Merger Corp. (“ Merger Sub ”), and ARMOUR Residential Management LLC (the “Manager ”). Capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement (as defined below).
