TPG Mortgage Investment Trust, Inc. 10-Q

ITEM 5. OTHER INFORMATION. None. 123 ITEM 6. EXHIBITS. Exhibit No. Description *3.1 Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Amendment No. 2 to our Registration Statement on Form S-11, filed with the Securities and Exchange Commission on April 18, 2011 ("Pre-Effective Amendment No. 2"). *3.2 Articles of Amendment to Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Form 8-K, filed with the Securities and Exchange Commission on May 5, 2017. *3.3 Amended and Restated Bylaws of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Pre-Effective Amendment No. 2. *3.4 Articles Supplementary of 8.25% Series A Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 of Form 8-K, filed with the Securities and Exchange Commission on August 2, 2012. *3.5 Articles Supplementary of 8.00% Series B Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 of Form 8-K, filed with the Securities and Exchange Commission on September 24, 2012. *3.6 Articles Supplementary of 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.5 of Form 8-A12B, filed with the Securities and Exchange Commission on September 16, 2019. *4.1 Specimen Stock Certificate of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 4.1 of Pre-Effective Amendment No. 2. *4.2 Specimen 8.25% Series A Cumulative Redeemable Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of Form 8-K, filed with the Securities and Exchange Commission on August 2, 2012. *4.3 Specimen 8.00% Series B Cumulative Redeemable Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of Form 8-K, filed with the Securities and Exchange Commission on September 24, 2012. *4.4 Specimen 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock Certificate, incorporated by reference to Exhibit 3.9 of Form 8-A12B, filed with the Securities and Exchange Commission on September 16, 2019. *4.5 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.5 of Form 10-K, filed with the Securities and Exchange Commission on February 28, 2020. *10.1 Form of Registration Rights Agreement by and between the Company and the purchasers of units and shares in the private placement, dated June 29, 2011, incorporated by reference to Exhibit 10.1 of Amendment No. 7 to our Registration Statement on Form S-11, filed with the Securities and Exchange Commission on June 29, 2011 ("Pre-Effective Amendment No. 7"). *10.2 Form of Management Agreement, dated June 29, 2011 by and between the Company and AG REIT Management, LLC, incorporated by reference to Exhibit 10.3 of Amendment No. 3 to our Registration Statement on Form S-11, filed with the Securities and Exchange Commission on April 25, 2011.** *10.3 Equity Incentive Plan, dated July 6, 2011, incorporated by reference to Exhibit 10.4 of Pre-Effective Amendment No. 2.** *10.4 Manager Equity Incentive Plan, dated July 6, 2011, incorporated by reference to Exhibit 10.5 of Pre-Effective Amendment No. 2.** 124 *10.5 Form of Equity Incentive Plan Restricted Stock Award Agreement, dated July 6, 2011, incorporated by reference to Exhibit 10.6 of Pre-Effective Amendment No. 2.** *10.6 Form of Manager Equity Incentive Plan Restricted Stock Award Agreement, dated July 6, 2011, incorporated by reference to Exhibit 10.7 of Pre-Effective Amendment No. 2.** *10.7 Form of Indemnification Agreement, dated July 6, 2011, by and between the Company and the Company’s directors and officers, incorporated by reference to Exhibit 10.10 of Pre-Effective Amendment No. 7. *10.8 Amended and Restated Master Repurchase and Securities Contract dated as of April 12, 2013 between AG MIT, LLC, AG Mortgage Investment Trust, Inc. and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the Securities and Exchange Commission on April 15, 2013. *10.9 Guarantee Agreement dated as of April 9, 2012 by AG Mortgage Invest Trust, Inc. in favor of Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the Securities and Exchange Commission on April 10, 2012. *10.10 Amended and Restated Master Repurchase and Securities Contract dated as of February 11, 2014 between AG MIT WFB1 2014 LLC and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the Securities and Exchange Commission on February 21, 2014. *10.11 Guarantee Agreement dated as of February 11, 2014 by AG MIT, LLC and AG Mortgage Invest Trust, Inc. in favor of Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the Securities and Exchange Commission on February 21, 2014. *10.12 Master Repurchase and Securities Contract dated as of September 17, 2014, as amended by Omnibus Amendment No.1, dated as of August 4, 2015, between AG MIT CREL LLC and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the Securities and Exchange Commission on September 18, 2014. *10.13 Guarantee Agreement dated as of September 17, 2014 as amended by Omnibus Amendment No.1, dated as of August 4, 2015, by AG MIT, LLC and AG Mortgage Investment Trust, Inc. in favor of Wells Fargo Bank, National Association, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the Securities and Exchange Commission on September 18, 2014. *10.14 Form of Restricted Stock Unit Award Agreement, dated July 1, 2014, incorporated by reference to Exhibit 10.14 on Form 10-Q, filed with the Securities and Exchange Commission on November 6, 2014.** *10.15 Omnibus Amendment No.1 to Master Repurchase and Securities Contract, Guarantee Agreement and Fee and Pricing Letter dated as of August 4, 2015 between AG MIT CREL, LLC and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 10.15 of Form 10-Q, filed with the Securities and Exchange Commission on August 6, 2015. *10.16 Form of Restricted Stock Unit Award Agreement, dated July 1, 2017, incorporated by reference to Exhibit 10.14 on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2017.** *10.17 Amendment No. 1 to the Equity Distribution Agreement, dated May 22, 2018, by and among the Company and JMP Securities LLC, incorporated by reference to Exhibit 1.1 of Form 8-K, filed with the Securities and Exchange Commission on May 22, 2018. *10.18 Amendment No. 1 to the Equity Distribution Agreement, dated May 22, 2018, by and among the Company and Credit Suisse Securities (USA) LLC, incorporated by reference to Exhibit 1.2 of Form 8-K, filed with the Securities and Exchange Commission on May 22, 2018. *10.19 Amendment Number 7 to the Master Repurchase and Securities Contract dated as of and effective as of February 18, 2014 between AG MIT WFB1 2014 LLC and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the Securities and Exchange Commission on June 25, 2018. 125 *10.20 Purchase and Sale Agreement, dated August 31, 2018, by and among Conrex Residential Property Group 2012-2, LLC, Conrex Residential Property Group 2012-2 Operating Company, LLC, Conrex Residential Property Group 2012-2 (B2R-1) Operating Company, LLC, Conrex Residential Property Group 2012-2 (B2R-2) Operating Company, LLC, Ovation Properties, LLC, and SFR MT LLC, incorporated by reference to Exhibit 10.20 on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2018. *10.21 Loan Agreement, dated as of September 10, 2018, by and between SFR MT LLC and Metropolitan Life Insurance Company, incorporated by reference to Exhibit 10.21 on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2018. *10.22 Underwriting Agreement, dated February 11, 2019, by and among AG Mortgage Investment Trust, Inc., AG REIT Management, LLC and Morgan Stanley & Co. LLC, as representative of the several underwriters, incorporated by reference to Exhibit 1.1 on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2019. *10.23 Underwriting Agreement, dated September 11, 2019, by and among AG Mortgage Investment Trust, Inc., AG REIT Management, LLC and BofA Securities, Inc., as representative of the several underwriters, incorporated by reference to Exhibit 1.1 on Form 8-K, filed with the Securities and Exchange Commission on September 17, 2019. *10.24 Purchase and Sale Agreement, dated November 4, 2019, by and between SFR MT LLC and Conrex ML Portfolio 2019-01 Operating Company, LLC, incorporated by reference to Exhibit 10.24 on Form 10-Q, filed with the Securities and Exchange Commission on November 5, 2019. *10.25 First Amendment to Management Agreement, dated April 6, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and AG REIT Management, LLC, incorprated by reference to Exhibit 10.1 on Form 8-K, filed with the Securities and Exchange Commission on April 8, 2020. *10.26 The Forbearance Agreement, dated April 10, 2020, by and among AG Mortgage Investment Trust, Inc. and its undersigned affiliates, incorporated by reference to Exhibit 10.1 on Form 8-K, filed with the Securities and Exchange Commission on April 13, 2020. *10.27 Secured Promissory Note, dated April 10, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and AG REIT Management, LLC, incorporated by reference to Exhibit 10.2 on Form 8-K, filed with the Securities and Exchange Commission on April 13, 2020. *10.28 Security and Collateral Agency Agreement, dated April 10, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and Participating Counterparties, incorporated by reference to Exhibit 10.3 on Form 8-K, filed with the Securities and Exchange Commission on April 13, 2020. *10.29 Security Agreement, dated April 10, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and Participating Counterparties, incorprated by reference to Exhibit 10.4 on Form 8-K, filed with the Securities and Exchange Commission on April 13, 2020. *10.30 Intercreditor and Subordination Agreement, dated April 10, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and Wilmington Trust, incorporated by reference to Exhibit 10.5 on Form 8-K, filed with the Securities and Exchange Commission on April 13, 2020. *10.31 Second Forbearance Agreement, dated April 27, 2020, by and among AG Mortgage Investment Trust, Inc. and its undersigned affiliates, incorprated by reference to Exhibit 10.1 on Form 8-K, filed with the Securities and Exchange Commission on April 28, 2020. *10.32 Amendment No. 1 to Secured Promissory Note, dated April 27, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and AG REIT Management, LLC , incorporated by reference to Exhibit 10.2 on Form 8-K, filed with the Securities and Exchange Commission on April 28, 2020. 126 *10.33 Amendment No. 1 to Security Agreement, dated April 27, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and Participating Counterparties, incorporated by reference to Exhibit 10.3 on Form 8-K, filed with the Securities and Exchange Commission on April 28, 2020. *10.34 Amendment No. 1 to Intercreditor and Subordination Agreement, dated April 27, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and Wilmington Trust, incorporated by reference to Exhibit 10.4 on Form 8-K, filed with the Securities and Exchange Commission on April 28, 2020. *10.35 Mortgage Loan Purchase and Sale Agreement, dated May 28, 2020, by and between UMB Bank, Wilmington Savings Fund Society, and AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”), incorporated by reference to Exhibit 10.1 on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2020. *10.36 Third Forbearance Agreement, dated June 1, 2020, by and among AG Mortgage Investment Trust, Inc. and its undersigned affiliates, incorprated by reference to Exhibit 10.2 on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2020. *10.37 Secured Promissory Note, dated May 28, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and Royal Bank of Canada, incorporated by reference to Exhibit 99.2 on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2020. *10.38 Security Agreement, dated May 28, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and Participating Counterparties, incorprated by reference to Exhibit 99.3 on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2020. *10.39 Intercreditor and Subordination Agreement, dated May 28, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”), Wilmington Trust, and Royal Bank of Canada, incorporated by reference to Exhibit 99.4 on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2020. *10.40 Amended and Restated Promissory Note, dated May 28, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and AG REIT Management, LCC, incorporated by reference to Exhibit 99.5 on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2020. *10.41 Amended and Restated Security Agreement, dated May 28, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”) and Participating Counterparties, incorporated by reference to Exhibit 99.6 on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2020. *10.42 Intercreditor and Subordination Agreement, dated May 28, 2020, by and between AG Mortgage Investment Trust, Inc. a Maryland corporation (the “Company”), AG REIT Management LLC, and Royal Bank of Canada, incorporated by reference to Exhibit 99.7 on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2020. *10.43 Reinstatement Agreement, dated as of June 10, 2020, by and between AG Mortgage Investment Trust, Inc. and BofA securities, Inc., Credit Suisse Securities (USA) LLC, Credit Suisse AG, Credit Suisse International, Barclays Capital Inc., Barclays Bank PLC, Wells Fargo Bank, National Association and Goldman Sachs Bank USA, incorporated by reference to Exhibit 10.43 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.44 Master Repurchase Agreement, dated as of August 10, 2018, by and between AG MIT CREL II, LLC and JPMorgan Chase Bank, National Association, incorporated by reference to Exhibit 10.44 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.45 Guarantee Agreement, dated as of August 10, 2018, by and between AG Mortgage Investment Trust, Inc. and JPMorgan Chase Bank, National Association., incorporated by reference to Exhibit 10.45 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. 127 *10.46 Amended and Restated Master Repurchase Agreement, dated as of April 3, 2020, by and between Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, Alpine Securitization LTD and Mortgage Acquisition Trust I LLC, incorporated by reference to Exhibit 10.46 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.47 Master Repurchase Agreement, dated as of June 6, 2019, by and between Credit Suisse AG, Cayman Islands Branch, Mortgage Acquisition Trust I LLC and Mortgage Acquisition Holding I LLC, incorporated by reference to Exhibit 10.47 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.48 Amendment No. 1 to Master Repurchase Agreement, dated as of April 3, 2020, by and between Credit Suisse AG, Cayman Islands Branch, Mortgage Acquisition Trust I LLC and Mortgage Acquisition Holding I LLC, incorporated by reference to Exhibit 10.48 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.49 Master Repurchase Agreement, dated as of February 21, 2018, by and between Credit Suisse AG, Cayman Islands Branch and GCAT Depositor 2017-19, LLC, incorporated by reference to Exhibit 10.49 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.50 Guaranty, dated as of February 21, 2018, by and between AG Mortgage Investment Trust, Inc. and Credit Suisse AG, Cayman Islands Branch, incorporated by reference to Exhibit 10.50 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.51 Master Repurchase Agreement, dated as of November 25, 2019, by and between Credit Suisse AG, Cayman Islands Branch and GCAT Depositor 2017-19, LLC, incorporated by reference to Exhibit 10.51 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.52 Master Repurchase Agreement, dated as of February 18, 2015, by and between Credit Suisse Securities (USA) LLC and AG MIT CMO EC LLC, incorporated by reference to Exhibit 10.52 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.53 Guarantee, dated as of December 19, 2018, made by AG Mortgage Investment Trust, Inc. and Barclays Bank PLC, incorporated by reference to Exhibit 10.53 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.54 Amendment No. 1 to Guarantee, dated as of May 28, 2020, by and between AG Mortgage Investment Trust, Inc. and Barclays Bank PLC, incorporated by reference to Exhibit 10.54 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.55 Third Amended and Restated Annex I.A Amended and Restated Additional Supplemental Terms and Conditions, dated as of May 28, 2020, by and between Barclays Bank PLC and AG MIT, LLC, incorporated by reference to Exhibit 10.55 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.56 Master Repurchase Agreement, dated as of December 19, 2018, by and between Barclays Bank PLC and AG MIT, LLC, incorporated by reference to Exhibit 10.56 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.57 Reinstatement Agreement, dated as of June 10, 2020, by and between AG Mortgage Investment Trust, Inc., AG MIT CREL II, LLC and JPMorgan Chase Bank, National Association, incorporated by reference to Exhibit 10.57 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. *10.58 Guaranty, dated as of February 18, 2015, by and between AG Mortgage Investment Trust, Inc. and Credit Suisse Securities (USA) LLC, incorporated by reference to Exhibit 10.58 on Form 10-Q, filed with the Securities and Exchange Commission on June 12, 2020. 128 *10.59 2020 Equity Incentive Plan, dated as of April 15, 2020, by and between AG Mortgage Investment Trust, Inc. and its affiliates, incorporated by reference to Exhibit 10.1 on Form 8-K, filed with the Securities and Exchange Commission on June 23, 2020.** *10.60 F orm of Award Agreement Under the AG Mortgage Investment Trust, Inc. 2020 Equity Incentive Plan, dated as of April 15, 2020, incorporated by reference to Exhibit 10.60 on Form 10-Q, filed with the Securities and Exchange Commission on August 10, 2020.** *10.61 Second Amendment to the Management Agreement, dated September 24, 2020, by and between AG Mortgage Investment Trust, Inc. and AG REIT Management, LLC, incorporated by reference to Exhibit 10.1 on Form 8-K, filed with the Securities and Exchange Commission on September 24, 2020. 31.1 Certification of David N. Roberts pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Brian C. Sigman pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of David N. Roberts pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Brian C. Sigman pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Fully or partly previously filed. ** Management contract or compensatory plan or arrangement. 129 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AG MORTGAGE INVESTMENT TRUST, INC. November 6, 2020 By: /s/ David N. Roberts David N. Roberts Chief Executive Officer (principal executive officer) November 6, 2020 By: /s/ Brian C. Sigman Brian C. Sigman Chief Financial Officer and Treasurer (principal financial officer) November 6, 2020 By: /s/ Anthony Rossiello Anthony Rossiello Controller (principal accounting officer) 130