8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 16, 2013

JAVELIN Mortgage Investment Corp.

 (Exact Name of Registrant as Specified in Its Charter)

Maryland	001-35673	45-5517523
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3001 Ocean Drive, Suite 201 Vero Beach, Florida	32963
(Address of Principal Executive Offices)	(Zip Code)

(772) 617-4340

 (Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.       Entry into a Material Definitive Agreement.

On December 16, 2013, JAVELIN Mortgage Investment Corp. (“JAVELIN” or the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Bulldog Investors, LLC (together with certain of its affiliates, “Bulldog”).  Pursuant to the Purchase Agreement, the Company will repurchase 516,000 shares of JAVELIN common stock beneficially owned by Bulldog, at a purchase price of $12.7574 per share.  The purchase price equals a $0.05 discount to the volume-weighted average price of JAVELIN common stock traded on December 13, 2013.

In connection with the Purchase Agreement, the Company also entered into a Standstill Agreement, dated December 16, 2013, with Bulldog (the “Standstill Agreement”) and agreed to certain other standstill-related restrictions.  The agreement provides, among other things, that Bulldog:

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will withdraw its slate of nominees for election to the Company’s board of directors at the 2014 annual meeting and vote all of its shares in support of all of the Company’s nominees at the 2014 annual meeting;

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will vote all of its shares, at any meeting of stockholders of any company advised by ARMOUR Residential Management LLC or its affiliates (other than companies for which ARMOUR Residential Management LLC is appointed as manager in the future, if Bulldog was a shareholder in such company prior to such appointment), which are referred to as “ARMOUR companies,” in accordance with the recommendation of the applicable ARMOUR company board with respect to any nominee for director, any approval of an independent financial accounting firm or any proposal made by the applicable ARMOUR company board or one or more ARMOUR company shareholders during the five-year term of the Standstill Agreement; and

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will not engage in any solicitation of proxies or consents with respect to an ARMOUR company or make shareholder proposals for consideration at any meeting of stockholders or take certain other actions with respect to the securities of any ARMOUR company during the five-year term of the Standstill Agreement.

The foregoing description is only a summary, is not complete, should be read together with, and is qualified in its entirety by reference to, the full text of the Purchase Agreement and the Standstill Agreement, which have been filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and are each incorporated herein by reference.

Item 8.01.       Other Events.

On December 16, 2013, the Company issued a press release describing the agreements with Bulldog.

The Company’s purchase of shares under the Purchase Agreement was made pursuant to a previously announced share repurchase program authorizing the Company to purchase up to 2 million shares of JAVELIN common stock.  As a result of the shares already repurchased in the open market this quarter and the repurchase from Bulldog, JAVELIN will have spent $15.275 million on share repurchases to-date, and will have repurchased approximately 9% of its shares outstanding.

A copy of the press release is included as Exhibit 99.1 to this Form 8-K, and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.  

(d) Exhibits

Exhibit No.	Description
10.1	Purchase Agreement, dated as of December 16, 2013, by and between Bulldog Investors, LLC and JAVELIN Mortgage Investment Corp.
10.2	Standstill Agreement, dated as of December 16, 2013, by and between Bulldog Investors, LLC and JAVELIN Mortgage Investment Corp.
99.1	Press Release dated December 16, 2013.

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 hereunto duly authorized.

Dated: December 16, 2013

JAVELIN MORTGAGE INVESTMENT CORP.

By: /s/ James R. Mountain                                      

Name: James R. Mountain

Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Purchase Agreement, dated as of December 16, 2013, by and between Bulldog Investors, LLC and JAVELIN Mortgage Investment Corp.
10.2	Standstill Agreement, dated as of December 16, 2013, by and between Bulldog Investors, LLC and JAVELIN Mortgage Investment Corp.
99.1	Press Release dated December 16, 2013.

EX-10.1

Exhibit 10.1

PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”) is made and entered into as of December 16, 2013 (the “Closing Date”), by and between Bulldog Investors, LLC , a Delaware limited liability company, and including its members, officers, successors, agents, employees, assigns, affiliates and affiliated persons and any entities controlled directly or indirectly by any of the foregoing (collectively referred to herein as “Bulldog”) and JAVELIN Mortgage Investment Corp., a Maryland corporation (the “Company”).  

RECITALS

WHEREAS, Bulldog beneficially owns on behalf of various accounts shares of the issued and outstanding common stock, par value $0.001 per share, of the Company (“Company Shares”);

WHEREAS, Bulldog desires to sell to the Company, and the Company desires to purchase from Bulldog, free and clear of any and all Liens (as defined herein), an aggregate of 516,000 Company Shares for an aggregate purchase price of $6,582,818.40, as set forth herein; and

WHEREAS, concurrently with the execution of this Agreement, the Company and Bulldog are entering into a standstill agreement, dated as of the date hereof, by and among such parties (the “Standstill Agreement”).

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements and representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

ARTICLE I
PURCHASE AND SALE; CLOSING

1.1.

Purchase and Sale.  

(a)

Simultaneous with the execution and delivery of this Agreement, and upon the terms and subject to the conditions of this Agreement (including the execution of the Standstill Agreement by all parties thereto and such Standstill Agreement being in full force and effect), the Company irrevocably purchases from Bulldog and Bulldog irrevocably sells, conveys, assigns, transfers and delivers to the Company (subject to receipt of the Purchase Price, as defined in Section 1.1(b)), 516,000 Company Shares (the “Purchased Shares”), free and clear of any and all mortgages, pledges, encumbrances, liens, security interests, options, charges, claims, deeds of trust, deeds to secure debt, title retention agreements, rights of first refusal or offer, limitations on voting rights, proxies, voting agreements, limitations on transfer or other agreements or claims of any kind or nature whatsoever (collectively, “Liens”), in the amounts set forth on Schedule I hereto.  

(b)

In consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to the Company of the Purchased Shares and in consideration of the execution of the Standstill Agreement, the Company shall pay Bulldog a price, per Purchased Share, of $12.7574 in cash, for an aggregate price of $6,582,818.40 (the “Purchase Price”).  The consummation of the purchase of the Purchased Shares and the payment of the Purchase Price in accordance with this Agreement is referred to as the “Closing.”

(c)

The Company and Bulldog shall use their best efforts to cause the purchase of the Purchased Shares to settle no later than December 19, 2013 (the “Settlement Date”).  

(d)

Bulldog shall deliver the Purchased Shares as directed by the Company (via DTC book entry transfer, by delivering stock certificates or through a combination of the foregoing) immediately following confirmation of receipt of a wire transfer of the Purchase Price to the account set forth on Schedule II hereof.

1.2.

Expenses.  Except as expressly set forth in this Agreement, all fees and expenses incurred by each party hereto in connection with the matters contemplated by this Agreement shall be borne by the party incurring such fees or expenses, including the fees and expenses of any investment banks, attorneys, accountants or other experts or advisors retained by such party.  

1.3.

Other Actions.  Each party hereto agrees to execute and deliver such other instruments as shall be reasonably requested by a party hereto to consummate the transactions contemplated by this Agreement.

ARTICLE II
COVENANTS

2.1.

Public Announcement; Public Filings.

(a)

At Closing, the Company shall issue a press release substantially in the form attached hereto as Exhibit A, announcing certain terms of this Agreement and the Standstill Agreement.  The Company hereby agrees not to issue any other press release, or make any public announcement or public statement, regarding the matters pursuant to which this Agreement and the Standstill Agreement relate that are inconsistent with such press release.  Bulldog hereby agrees not to issue any press release, or make any public announcement or public statement, regarding the matters pursuant to which this Agreement or the Standstill Agreement relate that are inconsistent with such press release.

(b)

Promptly following the date hereof, Bulldog shall cause to be filed with the Securities and Exchange Commission (the “SEC”) an amendment to its Schedule 13D filed with the SEC on August 16, 2013 (the “Bulldog 13D”), and prior to filing such amendment will provide the Company and its counsel a reasonable opportunity to review and comment upon such amendment.  

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BULLDOG

Bulldog hereby makes the following representations and warranties to the Company:

3.1.

Existence; Authority.  Bulldog is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Bulldog has all requisite competence, power and authority to execute and deliver this Agreement and the Standstill Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Standstill Agreement.

3.2.

Enforceability.  This Agreement has been duly and validly executed and delivered by Bulldog, and, upon its execution and delivery, the Standstill Agreement will be duly and validly executed and delivered by Bulldog, and, assuming due and valid authorization, execution and delivery by the Company, this Agreement and the Standstill Agreement will constitute the legal, valid and binding obligations of Bulldog, as applicable, enforceable in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles.

3.3.

Ownership.  Bulldog is the beneficial owner of the Purchased Shares set forth on Schedule I hereto, free and clear of any and all Liens. Bulldog has full power and authority to transfer full legal ownership of its Purchased Shares to the Company, and Bulldog is not required to obtain the approval of any person or governmental agency or organization to effect the sale of the Purchased Shares.  

3.4.

Good Title Conveyed.  All Purchased Shares sold by Bulldog hereunder shall be free and clear of any and all Liens.  At the Closing, good, valid and marketable title to such Purchased Shares shall vest in the Company.  

3.5.

Absence of Litigation.  There is no suit, action, investigation or proceeding pending or, to the knowledge of Bulldog threatened against it that could impair the ability of Bulldog to perform its obligations hereunder or under the Standstill Agreement, or to consummate the transactions contemplated hereby or thereby.

3.6.

No Violation.  The execution, delivery and performance of this Agreement or of the Standstill Agreement by Bulldog does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to such person or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such person is a party or by which it is bound.  

3.7.

Other Acknowledgements.

(a)

Bulldog hereby represents and acknowledges that it is a sophisticated investor and that it knows that the Company may have material Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Bulldog’s decision to sell the Purchased Shares or otherwise materially adverse to Bulldog’s interests.  Bulldog acknowledges and agrees that the Company shall

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have no obligation to disclose to it any such information and hereby waives and releases, to the fullest extent permitted by Law, any and all claims and causes of action it has or may have against the Company and its Affiliates, officers, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder.

(b)

Bulldog further represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon the Company, made its own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, Bulldog is not relying on the Company (or any agent or representative thereof).  Bulldog has carefully considered and, to the extent it believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares.  Bulldog acknowledges that none of the Company or any of its directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement.

(c)

Bulldog represents that: (i) it is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended; and (ii) the sale of the applicable Purchased Shares by Bulldog (A) was privately negotiated in an independent transaction and (B) does not violate any rules or regulations applicable to Bulldog.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties to the Bulldog:

4.1.

Existence; Authority.  The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland.  The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Standstill Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the Standstill Agreement.

4.2.

Enforceability.  This Agreement has been duly and validly executed and delivered by the Company and, upon its execution and delivery, the Standstill Agreement will be duly and validly executed and delivered by the Company, and, assuming due and valid authorization, execution and delivery by Bulldog, this Agreement and the Standstill Agreement constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles. The purchase of the Purchased Shares by the Company: (a) was privately negotiated in an independent transaction; and (b) does not violate any rules or regulations applicable to the Company.

4.3.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Company, threatened against the Company that could impair the ability of the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby.  

ARTICLE V
GENERAL PROVISIONS

5.1.

Survival.  Each of the representations, warranties, covenants, and agreements in this Agreement or pursuant hereto shall survive the Closing. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement. Except as expressly set forth in this Agreement or the Standstill Agreement, no party has made any representation warranty, covenant or agreement to the other parties to this Agreement.

5.2.

Notices.  All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally, sent via facsimile (with confirmation), sent via electronic mail (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

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(a)

if to Bulldog:

Phillip Goldstein and Andrew Dakos

c/o Bulldog Investors, LLC

Park 80 West – Plaza Two

250 Pehle Ave.

Suite 708

Saddle Brook, New Jersey 07663

Attention:

Phillip Goldstein

Fax:

(201) 556-0097

Tel:

(201) 556-0092

Email:

pgoldstein@bulldoginvestors.com

adakos@bulldoginvestors.com

(b)

if to the Company, to:

JAVELIN Mortgage Investment Corp.

3001 Ocean Drive

Suite 201

Vero Beach, Florida 32963

Attention:

Scott J. Ulm

Jeffrey J. Zimmer

Fax:

(561) 348-2408

Tel:

(772) 617-4340

Email:

sju@armourllc.com

jz@armourllc.com

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:

Adam O. Emmerich

Ronald C. Chen

Fax:

(212) 403-2000

Tel:

(212) 403-1000

Email:

aoemmerich@wlrk.com

rcchen@wlrk.com

and to:

Akerman LLP
One Southeast Third Avenue
Suite 2500
Miami, Florida 33131

Attention:

Bradley D. Houser

Fax:

(305) 374-5095

Tel:

(305) 374-5600

Email:

bradley.houser@akerman.com

All notices and other communications shall be deemed to have been given: (i) when received if given in person; (ii) on the date of electronic confirmation of receipt if sent by facsimile or other wire transmission; (iii) three business days after being deposited in the U.S. mail, certified or registered mail, postage prepaid; or (iv) one business day after being deposited with a reputable overnight courier.  

5.3.

Certain Definitions.  As used in this Agreement: (a) the terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms under Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall include persons who become Affiliates or Associates (as applicable) of any person subsequent to the date hereof; (b) each of the Company,  and Bulldog is referred to herein individually as a “party,” and they are referred to herein

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collectively as “parties”; (c) the term “business day” shall mean any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated pursuant to Law or regulation to be closed; (d) the term “Action” shall mean any claim, action, suit, charge, demand, directive, inquiry, subpoena, proceeding, arbitration, mediation or other investigation; (e) the term “Law” shall mean any and all domestic (federal, state or local) or foreign laws, rules, regulations, orders, judgments or decrees promulgated by any governmental authority; (f) the term “beneficial ownership” (and correlative terms) shall have the meaning ascribed to such term under Rule 13d-3 promulgated under the Exchange Act; and (g) the term “Bulldog Investors Funds” shall have the meaning ascribed to such term in the Bulldog 13D.

5.4.

Specific Performance.  The Company, on the one hand, and Bulldog on the other hand, acknowledge and agree that the other would be irreparably injured by a breach of this Agreement and that money damages are an inadequate remedy for an actual or threatened breach of this Agreement.  Accordingly, the parties agree to the granting of specific performance of this Agreement and injunctive or other equitable relief as a remedy for any such breach or threatened breach, without proof of actual damages, and further agree to waive any requirement for the securing or posting of any bond in connection with any such remedy.  Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at Law or equity.

5.5.

Interpretation.  For the purposes of this Agreement: (a) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules to this Agreement) and not to any particular provision of this Agreement, and Article, Section, paragraph and Schedule references are to the Articles, Sections, paragraphs and Schedules to this Agreement unless otherwise specified; (c) whenever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (d) the word “or” shall not be exclusive; and (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified.  The headings and titles to the sections of this Agreement are inserted for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.  The parties have participated jointly in negotiating and drafting this Agreement.  In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

5.6.

Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including by means of electronic delivery or facsimile).

5.7.

Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries.  This Agreement (including any schedules, annexes or exhibits hereto) contains the entire understanding of the parties hereto with respect to its subject matter.  There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein.  No modifications of this Agreement can be made except in writing signed by an authorized representative of the Company and Bulldog.  No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  All remedies hereunder are cumulative and are not exclusive of any other remedies provided by Law.  The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns.  No party shall assign this Agreement or any rights or obligations hereunder without, with respect to Bulldog, the prior written consent of the Company, and with respect to the Company, the prior written consent of an authorized representative of Bulldog.  This Agreement is solely for the benefit of the parties hereto and is not enforceable by any other persons.

5.8.

Governing Law.  This Agreement and all Actions (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice or conflict of Laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

5.9.

Consent to Jurisdiction.

(a)

Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and to the jurisdiction of the United States District Court for the Southern District of New York (the “NY Courts”), for the purpose of any Action (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such Action may be heard and determined exclusively in any NY Court.

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(b)

Each party hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself or its property, in the manner provided by Section 5.2 and nothing in this Section 5.9 shall affect the right of any party to serve legal process in any other manner permitted by Law, (ii) consents to submit itself to the personal jurisdiction of the NY Courts in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such NY Court and (iv) agrees that it will not bring any Action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the NY Courts.  Each party hereto agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.  

5.10.

WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.  EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.  

5.11.

Severability.  Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.  

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

JAVELIN Mortgage Investment Corp.
By:	/s/ Jeffery J. Zimmer
	Name: Jeffery J. Zimmer
	Title: Co-Chief Executive Officer
Bulldog Investors, LLC
By:	/s/ Phillip Goldstein
	Name: Phillip Goldstein
	Title: Member

EX-10.2

Exhibit 10.2

STANDSTILL AGREEMENT

This Agreement is entered into as of December 16, 2013 ( the “Agreement”), by and between (i) Bulldog Investors, LLC, a Delaware limited liability company, and including its members, officers, successors, agents, employees, assigns, current or future affiliates and affiliated persons and any entities controlled directly or indirectly by any of the foregoing, or with respect to which such person exercises voting discretion, whether such entities now exist or are organized in the future (collectively referred to herein as “Bulldog”), and (ii) JAVELIN Mortgage Investment Corp., a Maryland corporation and including its directors, officers, successors, agents, employees, assigns, current or future affiliates and affiliated persons and any entities controlled directly or indirectly by any of the foregoing, or with respect to which such person exercises voting discretion, whether such entities now exist or are organized in the future (“JMI” or the “Company” and together with Bulldog, the “Parties” and individually a “Party”).

WHEREAS, agents of JMI and of Bulldog have engaged in various communications concerning the Company;

WHEREAS, Bulldog is deemed to beneficially own shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) totaling, in the aggregate, approximately 900,000 shares on the date hereof;

WHEREAS, the Company and Bulldog have reached an agreement with respect to certain matters related to the Company’s 2014 annual meeting of stockholders, including any adjournment or postponement thereof (the “2014 Annual Meeting”), and certain other matters, as provided in this Agreement; and

WHEREAS, concurrently herewith, the Parties have entered into the Purchase Agreement dated as of the date hereof (the “Purchase Agreement”).

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements and representations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

Section 1.

Standstill Provisions.

1.1

Bulldog hereby withdraws (i) its Rule 14a-8 liquidation shareholder proposal for the 2014 Annual Meeting and will not seek to resubmit it, and (ii) its advance notice letter relating to nominations and a share repurchase proposal for the 2014 Annual Meeting and will not seek to resubmit it.

1.2

Bulldog covenants and agrees that it will not, directly or indirectly, alone or in concert with others, take any of the actions set forth below:

(i)

engage in any “solicitation” of “proxies” or become a “participant” in any such “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934 (including, without limitation, any solicitation of consents to call a special meeting of shareholders or other action by written consent) with respect to securities of JMI or any company advised by ARMOUR Residential Management LLC or an affiliate thereof, excluding any company of which ARMOUR Residential Management LLC or an affiliate thereof is newly appointed as the adviser thereof subsequent to the date of this Agreement and prior to such appointment Bulldog holds shares in such company (an “ARMOUR company”), or otherwise indicate support or approval for shareholder proposals or shareholder nominations related to any ARMOUR company;

(ii)

form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) not in existence prior to the date hereof with respect to the securities of any ARMOUR company;

(iii)

deposit any securities of any ARMOUR company in any voting trust or subject them to any arrangement or agreement with respect to the voting of any securities of any ARMOUR company, other than a voting trust, arrangement or agreement controlled by Bulldog;

(iv)

submit nominations or seek, encourage, recommend, finance or urge any person to submit nominations for the election or removal of directors with respect to any ARMOUR company;

(v)

make any proposal or seek, encourage, recommend, finance or urge any person to make any proposal for consideration by shareholders at any annual or special meeting of shareholders of any ARMOUR company;

(vi)

seek, alone or in concert with others, representation on the Board of Directors of any ARMOUR company (including the Board, each, an “ARMOUR company Board”);

(vii)

encourage any party unrelated to Bulldog to vote on any matter other than as recommended by an ARMOUR company Board;

(viii)

otherwise act, alone or in concert with others, to seek to control or influence the management, Board or policies of an ARMOUR company;

(ix)

threaten to bring or pursue, or bring or pursue any suit, regulatory action or proceeding against any ARMOUR company, any ARMOUR company Board or any Board member of any ARMOUR company, or any of their affiliates, other than for alleged violations of this Agreement or for willful misconduct; or

(x)

take any action which could cause or require any ARMOUR company to make a public announcement regarding any of the foregoing, seek or request permission to do any of the foregoing, make any request to amend, waive or terminate any provision of this Section 1.2 (including this Section 1.2(x)), or make any public announcement with respect to any of the foregoing (it being understood, for the avoidance of doubt, that Bulldog may make public statements regarding the matters pursuant to which this Agreement or the Purchase Agreement relate that are not inconsistent with the press release attached as Exhibit A hereto, pursuant to the last sentence of Section 2.2).  

1.3

Bulldog covenants and agrees that it will:

(i)

consistent with applicable law, appear at any annual or special meeting of shareholders of any ARMOUR company or otherwise cause all shares it beneficially owns as of the record date for such meeting to be counted as present thereat for purposes of a quorum except as noted in Section 2.3(ii) below; and

(ii)

vote or cause to be voted at any ARMOUR company shareholder meeting all of the shares it beneficially owns as of the record date for such meeting in accordance with the recommendation of the applicable ARMOUR company Board with respect to any nominee for director, approval of an independent financial accounting firm or any proposal made by the ARMOUR company Board or one or more ARMOUR company shareholders.   

Section 2.

Public Statements.

2.1

Each Party shall refrain from directly or indirectly disparaging, impugning, or taking any action reasonably likely to damage the reputation of any other Party.  The foregoing shall not apply to any compelled testimony or production of information, either by legal process or subpoena or in connection with a response to a request for information from any governmental authority with jurisdiction over the Party from whom information is sought.

2.2

At Closing (as defined in the Purchase Agreement), the Company shall issue a press release substantially in the form attached hereto as Exhibit A, announcing certain terms of this Agreement and the Purchase Agreement.  The Company hereby agrees not to issue any other press release, or make any public announcement or public statement, regarding the matters pursuant to which this Agreement and the Purchase Agreement relate that are inconsistent with such press release.  Bulldog hereby agrees not to issue any press release, or make any public announcement or public statement, regarding the matters pursuant to which this Agreement or the Purchase Agreement relate that are inconsistent with such press release.

Section 3.

Miscellaneous.

3.1

Remedies.  Each Party hereto hereby acknowledges and agrees that irreparable harm will occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached.  It is accordingly agreed that the Parties will be entitled to seek specific performance hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State and County of New York, in addition to any other remedy to which they may be entitled at law or in equity.  Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived.  All rights and remedies under this Agreement are cumulative, not exclusive, and will be in addition to all rights and remedies available to any Party at law or in equity.  

3.2

Jurisdiction; Venue; Waiver of Jury Trial.  The Parties hereto hereby consent to and submit to the jurisdiction of the state or federal courts in the State and County of New York for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.  The Parties waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby, in the state or federal courts in the State and County of New York, and hereby further waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.  The Parties waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

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3.3

Entire Agreement.  This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the Parties hereto.  No prior oral representations or undertakings concerning the subject matter hereof will operate to amend, supersede, or replace any of the terms or conditions set forth in this Agreement, nor will they be relied upon.

3.4

Section Headings.  Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement.

3.5

Notice.  All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto will be validly given, made or served, if in writing and sent via facsimile (with confirmation), U.S. certified mail, return receipt requested, or by overnight courier service to:

If to the Company to:

JAVELIN Mortgage Investment Corp.

3001 Ocean Drive

Suite 201

Vero Beach, FL 32963

Facsimile No.: (248) 447-5126

Attention:

Scott J. Ulm

Jeffrey J. Zimmer

Fax:

(561) 348-2408

Tel:

(772) 617-4340

Email:

sju@ARMOURllc.com

jz@ARMOURllc.com

With a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019

Attention:

Adam O. Emmerich

Ronald C. Chen

Fax:

(212) 403-2234

Tel:

(212) 403-1000

Email:

aoemmerich@wlrk.com

rcchen@wlrk.com  

and to:

Akerman LLP
One Southeast Third Avenue
Suite 2500
Miami, Florida 33131

Attention:

Bradley D. Houser

Fax:

(305) 374-5095

Tel:

(305) 374-5600

Email:

bradley.houser@akerman.com

If to Bulldog, to:

Phillip Goldstein and Andrew Dakos

Park 80 West – Plaza Two

250 Pehle Avenue, Suite 708

Saddle Brook, NJ 07663

Tel:

(201) 881-7101

Email:

pgoldstein@bulldoginvestors.com  

adakos@bulldoginvestors.com

3

Such addresses may be changed from time to time by means of a notice given in the manner provided above.  Delivery of all notices and other communications (other than legal process) hereunder shall be deemed effective upon receipt of such communications.  

3.6

Severability.  Any provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of any provisions of this Agreement in any other jurisdiction.  In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any such term, provision, covenant or restriction that is held invalid, void or unenforceable by a court of competent jurisdiction.

3.7

Governing Law.  This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to applicable principles of conflicts of law or choice of laws of any state.

3.8

Binding Effect; No Assignment.  This Agreement will be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the Parties hereto.  Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto, or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, provided that, for the avoidance of doubt, any ARMOUR company shall be a third-party beneficiary of JMI’s rights pursuant to this Agreement and may enforce such rights.  No Party to this Agreement may, directly or indirectly, assign its rights or delegate its obligations hereunder without the prior written consent of the other Party.  Any such attempted assignment will be null and void.

3.9

Amendments; Waivers.  No provision of this Agreement may be amended other than by an instrument in writing signed by the Parties hereto, and no provision hereof may be waived other than by an instrument in writing signed by the Party against whom enforcement is sought.  

3.10

Termination.  This Agreement shall become effective immediately after being signed by the Parties and shall remain in full force and effect for five years at which point it shall terminate.

3.11

Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

3.12

Certain Definitions.  As used in this Agreement: (a) the term “beneficial ownership” (and correlative terms) shall have the meaning ascribed to such term under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (b) the term “affiliate” shall have the meaning ascribed to such term under Rule 12b-2 promulgated under the Exchange Act.   

[signatures appear on next page]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

JAVELIN Mortgage Investment Corp.
By:	/s/ Jeffery J. Zimmer
	Name: Jeffery J. Zimmer
	Title: Co-Chief Executive Officer
Bulldog Investors, LLC
By:	/s/ Phillip Goldstein
	Name: Phillip Goldstein
	Title: Member

5

EX-99.1

Exhibit99.1

JAVELIN MORTGAGE INVESTMENT CORP. REPORTS 14.2%

ANNUALIZED ROE FROM TAXABLE REIT INCOME FOR Q3 2013

AND ANNOUNCES STOCK REPURCHASE AUTHORIZATION

VERO BEACH, Fla. – December 16, 2013 JAVELIN Mortgage Investment Corp. (NYSE:JMI) ("JAVELIN" or the "Company") today announced that it has agreed with Bulldog Investors, LLC and certain of its affiliates (collectively “Bulldog”) to repurchase 516,000 shares of JAVELIN common stock beneficially owned by Bulldog, at a purchase price of $12.7574 per share. The purchase price equals a $0.05 discount to the volume-weighted average price of JAVELIN common stock traded on December 13, 2013.

The purchase was made pursuant to JAVELIN’s previously announced share repurchase program authorizing the Company to purchase up to 2 million shares of JAVELIN common stock.  As a result of the shares already repurchased in the open market this quarter and the repurchase from Bulldog, JAVELIN will have spent $15.275 million on share repurchases to-date, and will have repurchased approximately 9% of its shares outstanding.

JAVELIN also announced today that pursuant to their agreements Bulldog has, among other things, withdrawn its slate of nominees for election to the Company’s Board of Directors at the 2014 Annual Meeting and agreed to vote all of its shares in support of all of JAVELIN’s director nominees.

This press release is not an offer to sell nor a solicitation of any offer to buy any securities in any state or jurisdiction nor shall there be any sale of JAVELIN’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any jurisdiction. JAVELIN’s securities may not be offered or sold in the United States absent registration under or any exemption from the registration requirements of the Securities Act of 1933, as amended. Any public offering of JAVELIN’s securities to be made in the United States will be made only by means a registration statement that is filed with and declared effective by the Securities and Exchange Commission.

About JAVELIN Mortgage Investment Corp.

JAVELIN is a Maryland corporation that invests primarily in fixed rate, adjustable rate and hybrid adjustable rate Agency residential mortgage-backed securities (“RMBS”) and non-Agency RMBS. JAVELIN is externally managed and advised by ARMOUR Residential Management LLC, an investment advisor registered with the Securities and Exchange Commission (“SEC”).

Safe Harbor

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.  The Company disclaims any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

Additional Information and Where to Find It

Investors, security holders and other interested persons may find additional information regarding the Company at the SEC's Internet site at http://www.sec.gov/, or the Company website http://www.javelinreit.com, or by directing requests to: JAVELIN Mortgage Investment Corp., 3001 Ocean Drive, Suite 201, Vero Beach, Florida 32963, Attention: Investor Relations.

Investor Contact:

James R. Mountain

Chief Financial Officer

JAVELIN Mortgage Investment Corp.

(772) 617-4340

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