Exhibit 10.6


 


STOCKHOLDER’S
AGREEMENT


 


Dated as of June 21,
2021


 


THIS
STOCKHOLDER’S AGREEMENT (as amended, modified or supplemented in accordance with the terms hereof, this “Agreement”)
is entered into as of June 21, 2021 by and among Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”),
Falcons I, LLC, a Delaware limited liability company (the “Manager”), and VPIP AO MF LLC, a Delaware limited liability
company (the “Investor”).


 


RECITALS


 


WHEREAS, in connection
with the IPO (as defined herein), the Company intends to consummate the transactions described in the IPO Registration Statement (as defined
herein);


 


WHEREAS, pursuant to the
limited partnership agreement, as amended, of Angel Oak Mortgage Fund, LP (the “Fund”), the Investor, as a limited
partner in the Fund, shall be receiving a distribution of shares of the Company’s common stock, $0.01 par value per share (the “Common
Stock”), from the Fund prior to or concurrently with the completion of the IPO;


 


WHEREAS, the Board (as
defined herein) has, in connection with the Investor’s investment in the Fund, nominated and elected one individual designated by
the Investor to serve as a director (the “Investor Designee”);


 


WHEREAS, an Investor Designee
has been a member of the Board since September 2020; and


 


WHEREAS, the parties hereto
have agreed to enter into this Agreement to set forth certain understandings and agreements with respect to certain corporate governance
matters relating to the Company following the IPO.


 






    


    


    

 


AGREEMENT


 


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


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1.     Certain
Defined Terms. As used herein, the following terms shall have the meanings as set forth below:


 


“Affiliate”
of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the
purposes of this definition, “control”, when used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing; provided, however, that notwithstanding the foregoing, neither the Company nor the Manager nor
any of their respective controlled subsidiaries shall be deemed an Affiliate of the Investor.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Beneficial Owner”
of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (other
than solely through a revocable proxy) has or shares: (i) voting power, which includes the power to vote, or to direct the voting
of, such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security.
The terms “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings.


 


“Board”
means the Board of Directors of the Company.


 


“Business Day”
means any day except a Saturday, Sunday or other day on which commercial banks in the city of New York, New York are obligated by law
to close.


 


“Bylaws”
means the Bylaws of the Company, as the same may be amended, modified or restated from time to time.


 


“Charter”
means the charter of the Company.


 


“Common Stock”
has the meaning set forth in the Recitals.


 


“Company”
has the meaning set forth in the Preamble.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended
from time to time.


 


“Fund”
has the meaning set forth in the Recitals.


 


“Investor”
has the meaning set forth in the Preamble.


 


“Investor Designee”
has the meaning set forth in the Recitals.


 


“IPO”
means the initial public offering of Common Stock, as described in the IPO Registration Statement.


 


“IPO Registration
Statement” means the Registration Statement on Form S-11 (Registration No. 333-256301), as amended, of the Company.


 






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“Person”
means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization,
including a government or political subdivision or an agency or instrumentality thereof.


 


“Resignation
Date” has the meaning set forth in Section 2.1(a).


 


Section 1.2.     Construction.
Unless the context requires otherwise, the gender of all words used in this Agreement includes the masculine, feminine and neuter forms
and the singular form of words shall include the plural and vice versa. Unless otherwise noted, all references to Articles and Sections
refer to articles and sections of this Agreement. Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation” (except to the extent the
context otherwise provides). This Agreement shall be construed without regard to any presumption or rule requiring construction or
interpretation against the party drafting or causing any instrument to be drafted.


 


ARTICLE II


 


CORPORATE GOVERNANCE


 


Section 2.1.     Board
Matters.


 


(a)            The
Investor hereby agrees that, at such time as the Investor and its Affiliates shall Beneficially Own, in the aggregate, shares of Common
Stock representing less than 10% of the shares of Common Stock then outstanding (excluding shares of Common Stock that are subject to
issuance upon the exercise or exchange of rights of conversion, or any options, warrants or other rights to acquire shares of Common Stock),
then, if the Investor Designee is then serving as a director on the Board at such time, the Investor shall cause the Investor Designee
to promptly resign as a director of the Company (such time, the “Resignation Date”). All obligations of the Company
and the Manager, and all rights of the Investor, under this Agreement shall terminate as of the Resignation Date.


 


(b)            In
addition to the foregoing, promptly upon the Company’s request at any time after a determination by the Board after consultation
with outside legal counsel, that the Investor Designee, if then serving as a director of the Company, has been involved in any of the
events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the
Exchange Act, or any comparable successor provision, or is subject to any order, decree or judgment of any governmental authority prohibiting
service as a director of any public company, the Investor shall cause the Investor Designee to promptly resign as a director of the Company.
If the Investor Designee does not resign within fifteen (15) days of any such request, all obligations of the Company and the Manager,
and all rights of the Investor, under this Agreement shall terminate.


 


(c)            The
Investor Designee serving as a director of the Company shall be subject to the policies and requirements of the Company and the Board,
including the Company’s Corporate Governance Guidelines and the Company’s Code of Business Conduct and Ethics, in a manner
consistent with the application of such policies and requirements to other members of the Board. The Company shall indemnify, exculpate,
and reimburse fees and expenses of the Investor Designee (including by entering into an indemnification agreement in a form substantially
similar to the Company’s form director indemnification agreement) and provide the Investor Designee with director and officer insurance
to the same extent it indemnifies, exculpates, reimburses and provides insurance for the other members of the Board pursuant to the Charter,
the Bylaws, applicable law or otherwise.


 






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ARTICLE III


 


REPRESENTATIONS AND COVENANTS


 


Section 3.1.     Organization,
Authority and Binding Effect.


 


(a)            The
Company is a corporation validly existing and in good standing under the laws of the State of Maryland. The Company has all requisite
corporate power, capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate
the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly
executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against it in accordance
with its terms (except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other
laws now or hereafter in effect relating to or limiting creditors’ rights generally and except as 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 proceedings therefor may be brought).


 


(b)            The
Manager is a limited liability company validly existing and in good standing under the laws of the State of Delaware. The Manager has
all requisite limited liability company power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform
its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action
on the part of the Manager. This Agreement has been duly executed and delivered by the Manager and constitutes the valid and binding obligation
of the Manager, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable bankruptcy,
insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights generally
and except as 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 proceedings therefor may be brought).


 


(c)            The
Investor is a limited liability company validly existing and in good standing under the laws of the State of Delaware. The Investor has
all requisite limited liability company power, capacity and authority, as applicable, to execute and deliver this Agreement, to perform
its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action
on the part of the Investor. This Agreement has been duly executed and delivered by the Investor, and constitutes the valid and binding
obligation of the Investor, enforceable against it in accordance with its terms (except as such enforcement may be subject to any applicable
bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors’ rights
generally and except as 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 proceedings therefor may be brought).


 






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ARTICLE IV


 


MISCELLANEOUS


 


Section 4.1.     Termination.
This Agreement shall automatically terminate and be of no further force and effect at the Resignation Date, except with respect to the
Company’s obligations as provided in the last sentence of Section 2.1(c) hereof.


 


Section 4.2.     Further
Assurances. Each of the parties hereto agrees that it shall use commercially reasonable efforts to take, or cause to be taken, all
actions necessary, proper or advisable to give effect to the obligations of the parties hereunder, including by executing and delivering
such additional documents as may be reasonably necessary or desirable to effectuate this Agreement.


 


Section 4.3.     Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable
document format (.pdf) or other electronic means shall be effective as delivery of a manually executed counterpart to this Agreement.


 


Section 4.4.     Consents,
Designations and Notices. All consents, designations, notices, requests, demands, claims and other communications which are required
or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered,
when transmitted if transmitted by facsimile (with written confirmation of transmission) or electronic mail (read-receipt requested and
received), and the Business Day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery
service (e.g., Federal Express). In each case notice shall be sent to:


 


	 	(a)	If to the Company:


 


Angel Oak Mortgage, Inc.

c/o Falcons I, LLC


3344 Peachtree Roade NE, Suite 1725


Atlanta, Georgia 30326


Attention:
Dory Black

E-mail: dory.black@angeloakcapital.com


 






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


 


Sidley
Austin LLP

787 Seventh Avenue

New York, New York 10019

Attention: J. Gerard Cummins

Facsimile: (212) 839-5599

E-mail: jcummins@sidley.com


 


	 	(b)	If to the Manager:


 


Falcons I, LLC

3344 Peachtree Road NE, Suite 1725


Atlanta, Georgia 30326

Attention: Dory Black

E-mail: dory.black@angeloakcapital.com


 


	 	(c)	If to the Investor:


 


VPIP AO MF LLC

225 W. Wacker Dr., Suite 2100


Chicago, Illinois 60606

Attention: Marc D. Bassewitz

E-mail: mbassewitz@vivaldicap.com


 


Any party hereto may change the address, electronic
mail address or facsimile number to which consents, demands, notices, requests, demands, claims, and other communications hereunder are
to be delivered by giving each other party hereto notice in the manner herein set forth.


 


Section 4.5.     Governing
Law; Judicial Proceedings; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of
the State of Maryland, without regard to principles of conflicts of laws thereof. In any judicial proceeding involving any dispute, controversy
or claim arising out of or relating to this Agreement, each of the parties unconditionally submits to the exclusive jurisdiction and venue
in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United
States District Court for the District of Maryland, Northern Division, and the appellate courts to which orders and judgments thereof
may be appealed. In any such judicial proceeding, the parties agree (a) to consent to the assignment of any proceeding in the Circuit
Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any
successor thereof); and (b) that in addition to any method for the service of process permitted or required by such courts, to the
fullest extent permitted by law, service of process may be made by delivery provided pursuant to the directions in Section 4.4. EACH
OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY
DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 






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Section 4.6.     Enforcement.
Each of the parties hereto acknowledges and agrees that the other parties would be damaged irreparably, and in a manner for which monetary
damages would not be an adequate remedy, in the event any of the provisions of this Agreement are not performed in accordance with its
specific terms or otherwise are breached. Accordingly, each of the parties hereto agrees that the other parties shall be entitled to seek
an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the
terms and provisions hereof in any action instituted as provided in Section 4.5, in addition to any other remedy to which they may
be entitled, at law or in equity and that each party hereto agrees to waive any requirements for the securing or posting of any bond or
other security in connection with such remedy.


 


Section 4.7.     Amendment
and Modification; Waiver. This Agreement may not be amended, modified or supplemented, except by an instrument in writing signed on
behalf of each of the parties hereto and any party subsequently made a party hereto. Any agreement on the part of a party hereto to any
waiver of any obligation of the other parties shall be valid only if set forth in an instrument in writing signed on behalf of such waiving
party. The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of
such rights, nor shall any single or partial exercise by any party hereto of any of its rights under this Agreement preclude any other
or further exercise of such rights or any other rights under this Agreement.


 


Section 4.8.     Assignment.
None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred
without the prior consent in writing of each of the Company, the Manager and the Investor.


 


Section 4.9.     Severability.
If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be
held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other
provision hereof shall be valid and enforceable to the fullest extent permitted by law, (b) as to such Person or circumstance or
in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (c) the
application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.


 


Section 4.10.     Headings
and Captions. The headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and
in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.


 


Section 4.11.     Entire
Agreement; Third Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties hereto and their Affiliates with respect to the subject matter hereof and
thereof and (b) is not intended to confer any rights, benefits, remedies, obligations or liabilities upon any Person other than the
parties hereto and thereto, as the case may be, and their respective successors and permitted assigns.


 


[Signature
Page Follows]


 









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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


 


	 	COMPANY:
	 	 	 
	 	ANGEL OAK MORTGAGE, INC.
	 	 
	 	 	 
	 	By:	 /s/ Brandon Filson
	 	 	Name: Brandon Filson
	 	 	Title: Chief Financial Officer and Treasurer
	 	 	 
	 	 	 
	 	MANAGER:
	 	 	 
	 	FALCONS I, LLC
	 	 
	 	 	 
	 	By: 	/s/ Dory Black
	 	 	Name: Dory Black
	 	 	Title: Secretary
	 	 	 
	 	 	 
	 	INVESTOR:
	 	 	 
	 	VPIP AO MF LLC
	 	 
	 	 	 
	 	By:	 /s/ Michael Peck
	 	 	Name: Michael Peck
	 	 	Title: President




 


- Signature Page to VPIP Stockholder’s
Agreement – Angel Oak Mortgage, Inc.