Exhibit
10.3
FORM OF SPONSORS'
VOTING AND SUPPORT AGREEMENT
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).
WHEREAS, on the date
hereof, the Company, Parent and Merger Sub propose to enter into a
merger agreement (the “ Merger Agreement ”)
pursuant to which Merger Sub will be merged with and into the
Company and each issued and outstanding share of common stock of
the Company (the “ Shares ”) will be converted
into the right to receive a certain number of fully paid and
nonassessable shares of common stock of Parent upon the terms and
subject to the conditions set forth in the Merger Agreement (the
“Merger”);
WHEREAS, as a condition
to Parent’s and Merger Sub’s willingness to enter into
the Merger Agreement, Parent and Merger Sub have requested that the
Company and Sponsors enter into this Agreement pursuant to which
Sponsors agree to vote any Shares acquired after the initial public
offering (“ IPO ”) of the Company (“
Post-IPO Shares ”) in favor of the Merger at the
Company Stockholders Meeting (as defined below);
WHEREAS, in connection
with the Merger, the Company is seeking an agreement substantially
in the form attached hereto as Exhibit B (the “
Warrant Agreement Amendment ”) to amend the Warrant
Agreement, made as of November 7, 2007 (the “ Warrant
Agreement ”), between the Company and Continental Stock
Transfer & Trust Company (the “ Warrant Agent
”) to, among other things, increase the exercise price and
duration of the Company’s warrants (the “
Warrants ”);
WHEREAS,
Section 9.8 of the Warrant Agreement requires the written
consent of the registered holders of a majority of the
then-outstanding Warrants to amend the Warrant
Agreement;
WHEREAS, as a condition
to Parent’s and Merger Sub’s willingness to enter into
the Merger Agreement, Parent and Merger Sub have requested that the
Company and Sponsors enter into this Agreement pursuant to which
each Sponsor, to the extent it holds any Warrants, agrees to vote
in favor of the Warrant Agreement Amendment at the Company
Warrantholders Meeting (as defined below) or give its written
consent thereto, as the case may be;
WHEREAS, each Sponsor is
the record and beneficial owner of, and has the right to vote and
dispose of, (i) that number of Shares (such Shares, together
with any other Shares of the Company beneficially owned or acquired
by such Sponsor after the date hereof whether acquired directly or
indirectly, being collectively referred to herein with respect to
such Sponsor as “ Sponsor Shares ”), if any, and
(ii) that number of Warrants (such Warrants, together with any
other Warrants of the Company beneficially owned or acquired by
such Sponsor after the date hereof whether acquired directly or
indirectly, being collectively referred to herein with respect to
such Sponsor as “ Sponsor Warrants ”), if any,
set forth opposite such Sponsor’s name on Exhibit A
hereto;
WHEREAS, as a condition
to Parent’s and Merger Sub’s willingness to enter into
the Merger Agreement, Parent and Merger Sub have also requested
that the Company and Sponsors enter into this Agreement pursuant to
which each Sponsor agrees to certain transfer restrictions with
respect to its Shares and/or Warrants and to the cancellation of
its Cancellation Securities (as defined below), if any, at or prior
to the Closing Date; and
WHEREAS, Sponsors desire
Parent, Merger Sub and the Company to enter into the Merger
Agreement and Sponsors desire the Company and the Warrant Agent to
enter into the Warrant Agreement Amendment.
NOW, THEREFORE, in
consideration of the promises and the representations, warranties
and agreements contained herein and for good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
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ARTICLE
I
DEFINITIONS
Section 1.1
Definitions . For purposes of this Agreement, the following
terms have the following meanings:
" Acquisition
Proposal " shall have the meaning set forth in Section
2.1(a) .
“ Agreement
” shall have the meaning set forth in the
Recitals.
“ Cancellation
Securities ” shall have the meaning set forth in
Section 4.1 .
“ Company
” shall have the meaning set forth in the
Recitals.
“ Escrow
Agreement ” means that Stock Escrow Agreement dated
November 7, 2007 between the Company, the Sponsors, and
Continental Stock Transfer & Trust Company, as escrow
agent (the “ Escrow Agent ”).
“ Expiration
Date ” means the earlier of (i) the Closing Date and
(ii) the termination of the Merger Agreement in accordance
with its terms.
“ Manager
” shall have the meaning set forth in the
Recitals.
“ Merger
Agreement ” shall have the meaning set forth in the
Recitals.
“ Merger
Sub ” shall have the meaning set forth in the
Recitals.
“ Parent
” shall have the meaning set forth in the
Recitals.
“ Post-IPO
Shares ” shall have the meaning set forth in the
Recitals.
" SBBC " shall
have the meaning set forth in the Recitals.
" Shares " shall
have the meaning set forth in the Recitals.
“ Sponsors
” shall have the meaning set forth in the
Recitals.
“ Sponsor
Shares ” shall have the meaning set forth in the
Recitals.
“ Sponsor
Warrants ” shall have the meaning set forth in the
Recitals.
“
Sub-Management Agreement ” shall have the meaning set
forth in Section 4.2 .
“ Warrant
Agent ” shall have the meaning set forth in the
Recitals.
“ Warrant
Agreement ” shall have the meaning set forth in the
Recitals.
“ Warrant
Agreement Amendment ” shall have the meaning set forth in
the Recitals.
“ Warrants
” shall have the meaning set forth in the
Recitals.
Section 1.2
Gender . For the purposes of this Agreement, the words
“it,” “its” or “itself” shall
be interpreted to include the masculine, feminine and corporate,
other entity or trust form.
ARTICLE
II
COVENANTS TO SUPPORT
THE MERGER
Section 2.1 Voting of
Sponsor Securities .
(a) Each Sponsor, to the
extent it holds Post-IPO Shares, hereby agrees that from and after
the date hereof until the earlier of (i) receipt of the
Company Stockholder Approval and (ii) the termination of the
Merger Agreement in accordance with its terms, at any Company
Stockholders Meeting, or in connection with any written consent of
the Company’s stockholders, Sponsors will (A) appear at
such Company Stockholders Meeting or otherwise cause such Post-IPO
Shares, if any, to be counted as present for purposes of
calculating a quorum and
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(B) vote or cause
to be voted (including by written consent, if applicable) all of
its Post-IPO Shares, if any, (1) for approval and adoption of
the Merger Agreement and the transactions contemplated by the
Merger Agreement (without regard to any Change in Recommendation);
(2) against any Acquisition Proposal (as defined in the Merger
Agreement), without regard to the terms of such Acquisition
Proposal, and any other transaction, proposal, agreement or action
made in opposition to adoption of the Merger Agreement or in
competition or inconsistent with the Merger and the other
transactions contemplated by the Merger Agreement; (3) against
any other action that is intended to or could prevent, impede, or,
in any material respect, interfere with or delay the transactions
contemplated by the Merger Agreement; and (4) in favor of any
other matter approved by Parent or Merger Sub that is related to
the consummation of the transactions contemplated by the Merger
Agreement.
(b) Each Sponsor, to the
extent it holds any Sponsor Warrants, hereby agrees that from and
after the date hereof until the earlier of (i) receipt of the
Company Stockholder Approval or (ii) the termination of the
Merger Agreement in accordance with its terms, in connection with
any Company Warrantholders Meeting or request for written consent
at or through which proxies or written consents of the
Company’s Warrantholders are solicited to approve and adopt
the Warrant Agreement Amendment, will execute and deliver to the
Company a proxy or written consent, as applicable, with respect to
such Sponsor’s Sponsor Warrants, if any, in favor of the
Warrant Agreement Amendment.
Section 2.2 No
Restraint on Officer or Director Action . The agreements set
forth herein shall in no way restrict any director or officer in
the exercise of its fiduciary duties as a director or officer of
the Company. Each Sponsor has executed this Agreement solely in its
capacity as the beneficial owner of Sponsor Shares and/or Sponsor
Warrants and no action taken by any such director or officer solely
in such Person’s capacity as a director or officer of the
Company shall be deemed to constitute a breach of any provision of
this Agreement.
ARTICLE
III
REPRESENTATIONS AND
WARRANTIES
Section 3.1
Representations and Warranties of Sponsors . Each Sponsor
hereby represents and warrants to the Company, Parent, Merger Sub
and the Manager as follows:
(a) Such Sponsor has all
requisite legal capacity or other power and authority to execute
and deliver this Agreement and to consummate the transactions
contemplated hereby. To the extent such Sponsor is
not a natural person, such Sponsor is duly formed, validly existing
and in good standing in the jurisdiction of its formation. The
execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby has been duly
authorized by such Sponsor. This Agreement has been duly executed
and delivered by such Sponsor and, assuming this Agreement
constitutes a valid and binding obligation of the Company and the
other parties hereto, constitutes a valid and binding obligation of
such Sponsor enforceable against such Sponsor in accordance with
its terms, except that (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium, or other
similar laws now or hereafter in effect, and (ii) the remedy
of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.
Except for such informational filings with the Securities and
Exchange Commission as may be necessary under the Exchange Act,
neither the execution, delivery or performance of this Agreement by
such Sponsor nor the consummation by such Sponsor of the
transactions contemplated hereby will: (i) require such
Sponsor to make any filing with, or obtain any permit,
authorization, consent or approval of, any Governmental Entity;
(ii) result in a violation or breach of, or constitute (with
or without due notice or lapse of time or both) a default under, or
give rise to any right of termination, amendment, cancellation or
acceleration under, or result in the creation of any Lien upon any
of the properties or assets of such Sponsor under, any of the
terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, permit, concession, franchise, contract,
agreement or other instrument or obligation to which Sponsors are a
party or by which such Sponsor or any of such Sponsor’s
properties or assets, including any Sponsor Shares or Sponsor
Warrants, may be bound (other than the Escrow Agreement); or
(iii) result in a violation by such Sponsor of any Law
applicable to such Sponsor or any of such Sponsor’s
properties or assets, including any Sponsor Shares or Sponsor
Warrants.
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(b) The Sponsor
Shares, if any, set forth opposite such Sponsor’s name on
Exhibit A hereto and the certificates representing such
Sponsor Shares are held of record or beneficially by such Sponsor
and such Sponsor has good and marketable title to such Sponsor
Shares, free and clear of any Liens, proxies, voting trusts or
agreements, understandings or arrangements, except for any such
Liens arising hereunder or under the Escrow Agreement. Neither such
Sponsor nor any of its affiliates own of record or beneficially any
securities of the Company, or any options, warrants or rights
exercisable for securities of the Company, other than the Sponsor
Shares and Sponsor Warrants set forth on Exhibit A
hereto. Other than under this Agreement, neither such Sponsor
nor any of its affiliates has granted or appointed any proxy, power
of attorney or other rights (except any expired or effectively
revoked proxy) with respect to any Sponsor Shares.
(c) The Sponsor
Warrants, if any, set forth opposite such Sponsor’s name on
Exhibit A hereto and the certificates representing such
Sponsor Warrants are now, and until the Expiration Date will be,
held of record or beneficially by such Sponsor, and such Sponsor
has good and marketable title to such Sponsor Warrants, free and
clear of any Liens, proxies, voting trusts or agreements,
understandings or arrangements, except for any such Liens arising
hereunder or under the Private Placement Purchase and Escrow
Agreement, dated as of November 7, 2007, relating to the purchase
of such Sponsor Warrants. Other than under this Agreement, neither
such Sponsor nor any of its affiliates has granted or appointed any
proxy, power of attorney or other rights (except any expired or
effectively revoked proxy) with respect to any such Sponsor
Warrants.
(d) No broker,
investment banker, financial advisor or other person is entitled to
any broker’s, finder’s, financial advisor’s or
other similar fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or
on behalf of such Sponsor.
(e) Such Sponsor
understands and acknowledges that Parent and Merger Sub are
entering into the Merger Agreement in reliance upon such
Sponsor’s execution and delivery of this
Agreement.
(f) As of the date of
this Agreement, there is no litigation, suit, claim, action,
proceeding or investigation pending or, to the knowledge of
Sponsors, threatened against Sponsors, or any property or asset of
Sponsors, before any Governmental Entity that (i) seeks to
delay or prevent the consummation of the transactions
contemplate
