STOCK PURCHASE AGREEMENT

Exhibit 10.1

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “ Agreement ”) made as of this 15th day of October, 2009 between Enterprise Acquisition Company, Inc, a Delaware corporation (“ Buyer ” or “ Enterprise ”) and the signatory on the execution page hereof (“ Seller ”) .

WHEREAS, Buyer was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business (“ Business Combination ”) ; and

WHEREAS, Buyer consummated an initial public offering in November, 2007 (“ IPO ”) in connection with which it raised net proceeds of approximately $247.5 million, a significant portion of which was placed in a trust account pending the consummation of a Business Combination, or the dissolution and liquidation of Buyer in the event it is unable to consummate a Business Combination on or prior to November 7, 2009; and

WHEREAS, Buyer has entered into that certain Agreement and Plan of Merger, dated July 29, 2009, among Enterprise, ARMOUR Residential REIT, Inc., a Maryland corporation (“ ARMOUR ”) and ARMOUR Merger Sub Corp., a Delaware corporation (“ Merger Sub Corp. ”) and a wholly-owned subsidiary of ARMOUR, pursuant to which (i) Merger Sub Corp. will merge with and into Enterprise (the “ Merger ”) with Enterprise surviving the merger and becoming a wholly-owned subsidiary of ARMOUR and (ii) holders of Enterprise securities (not exercising conversion rights as described below) at the time of merger will be security holders of ARMOUR. Upon consummation of the Merger, Enterprise’s outstanding common stock will be converted into like securities of ARMOUR (the “ ARMOUR Common Stock ”) , on a one-to-one basis.

WHEREAS, the approval of the Merger is contingent upon, among other things, the affirmative vote of holders of a majority of the outstanding common shares of Enterprise at the special meeting called to approve the Merger; and

WHEREAS, pursuant to certain provisions in Buyer’s amended and restated certificate of incorporation, a holder of shares of Buyer’s common stock issued in the IPO may, if it votes against the Merger, demand that Buyer convert such common shares into cash (“ Conversion Rights ”) ; and

WHEREAS the Merger cannot be consummated if holders of 30% (or more or 50% or more, if Enterprise stockholders approve an amendment to its amended and restated articles of incorporation) of Enterprise common stock issued in the IPO exercise their Conversion Rights; and

WHEREAS, Seller has agreed to sell to Buyer and Buyer has agreed to purchase from Seller the common shares set forth on the execution page of this Agreement (“ Shares ”) for the purchase price per share set forth therein (“ Purchase Price Per Share ”) and for the aggregate purchase price set forth therein (“ Aggregate Purchase Price ” ) .

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NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.

Purchase .     Subject to Section 7 , Seller hereby sells to Buyer and Buyer hereby purchases from Seller at the Closing (as defined in Section 4(c) ) the Shares at the Purchase Price Per Share, for the Aggregate Purchase Price.

2.

Agreement not to Convert; Appointment of Proxy and Attorney-in-Fact .     In further consideration of the Aggregate Purchase Price, Seller hereby agrees it has not and will not exercise its Conversion Rights or, if it has already exercised its Conversion Rights, it hereby withdraws and revokes such exercise and will execute all necessary documents and take all actions required in furtherance of such revocation. Seller acknowledges that the record date to vote on the proposals set forth in the proxy statement/prospectus (the “ Proxy Statement ”) filed by Buyer with the U.S. Securities Exchange Commission (the “ SEC ”) has passed. Accordingly, solely with respect to the vote for the Merger and the other proposals set forth in the Proxy Statement, Seller hereby agrees to upon request of Buyer vote in favor of the Merger and such other proposals and appoints Daniel C. Slaton and Ezra Shashoua and each of them each with full power of substitution, as his proxy and attorney-in-fact, to the full extent of Seller’s rights with respect to the Shares (and any and all other shares or securities or rights issued or issuable in respect thereof) to vote in such manner as each such person or his substitute shall in his sole discretion deem proper, and to otherwise act (including without limitation acting by written consent) with respect to all the Shares at any meeting of stockholders (whether annual or special and whether or not an adjourned meeting) of Buyer held on or prior to November 7, 2009. This proxy is coupled with an interest and is irrevocable. Execution by Seller of this Agreement shall revoke, without further action, all prior proxies granted by Seller at any time with respect to the Shares (and such other shares or other securities) and no subsequent proxies will be given by Seller (and if given will be deemed not to be effective).

3.

No Right to Additional Shares .     Enterprise’s stockholders of record are entitled to receive one share of ARMOUR Common Stock for each share of Enterprise common stock owned immediately prior to the consummation of the Merger (the “ Exchange ”) . Although Seller will be a stockholder of record immediately prior to the Merger, Seller hereby acknowledges that Seller irrevocably waives any right, title or interest it may have in receiving any such ARMOUR Common Stock distributed pursuant to the Exchange. Seller hereby acknowledges that by virtue of the sale hereunder, Seller will not become a stockholder of ARMOUR, and the Shares shall automatically be cancelled and shall cease to exist and shall represent only the right to receive the Aggregate Purchase Price there for in accordance with the terms of this Agreement. Additionally, each of Buyer and Seller hereby agree and acknowledge that this provision is material to this Agreement and a significant consideration in Buyer’s willingness to enter into this Agreement.

4.

Closing Matters .

(a)

Within two business days of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and

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the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Enterprise’s transfer agent.

(b)

Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer; provided, that the instructions shall not be effective until Closing.

(c)

The closing of the purchase and sale of the Shares (“ Closing ”) will occur on the date on which Buyer’s trust account is liquidated after the Merger is consummated (the “ Closing Date ”) . The Company shall use commercially reasonable efforts to cause the trust account to be liquidated on the Closing Date but in no event shall such liquidation occur more than one business day after the Closing Date. At the Closing, Buyer shall pay Seller the Aggregate Purchase Price by wire transfer from Enterprise’s trust account of immediately available funds to an account specified by Seller and Seller against the delivery of the Shares shall deliver the Shares to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. In the event the trust account does not contain sufficient funds to satisfy the Purchase Price on the Closing Date, Buyer shall pay Seller, by wire transfer, such additional amounts from sources other than the trust account to satisfy the Purchase Price. It shall be a condition to the obligation of Buyer on the one hand and Seller on the other hand,” to consummate the transfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.

5.

Representations and Warranties of the Seller .     Seller hereby represents and warrants to Buyer on the date hereof and on the Closing that:

(a)

Sophisticated Seller .     Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of Shares to Buyer.

(b)

Independent Investigation .     Except for the representations contained in this Agreement, Seller, in making the decision to sell the Shares to Buyer, has not relied upon any oral or written representations or assurances from Buyer or any of its officers, directors or employees or any other representatives or agents of Buyer. Seller has had access to all of the filings made by Enterprise and ARMOUR with the SEC, pursuant to the Securities Exchange Act of 1934 (the “ Exchange Act ”) and the Securities Act of 1933 in each case to the extent available publicly via the SEC’s Electronic Data Gathering, Analysis and Retrieval system.

(c)

Authority .     This Agreement has been valid