0001398432-09-000415 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 20th, 2009 • Enterprise Acquisition Corp. • Real estate investment trusts • New York

STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of October, 2009 among Enterprise Acquisition Corp., a Delaware corporation (“Buyer” or “Enterprise”), the signatory on the execution page hereof (“Seller”) and solely for the purposes of Sections 4(d), 7 and 8(a) hereof, Marc H. Bell (“Bell”) and Daniel C. Staton (“Staton” and together with Bell, the “Insiders”) and solely for the purposes of Sections 8(a) and 8(b) hereof, ARMOUR Residential REIT, Inc. (“ARMOUR”).

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AGREEMENT
Business Combination Agreement • October 20th, 2009 • Enterprise Acquisition Corp. • Real estate investment trusts • New York

THIS AGREEMENT (this “Agreement”), dated as of October 19, 2009, is made by and among ENTERPRISE ACQUISITION CORP., a Delaware corporation (“Enterprise”), and VICTORY PARK CAPITAL ADVISORS, LLC, on behalf of one or more entities for which it acts as investment manager and other purchasers acceptable to Victory Park Capital Advisors, LLC and Enterprise (“Victory Park”).

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