BIMINI CAPITAL MANAGEMENT, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 20, 2013, Orchid Island Capital, Inc. ("Orchid") closed its initial public offering of 2,360,000 shares of common stock at a price of $15.00 per share (the "Offering"). Prior to the Offering, Orchid was a wholly-owned subsidiary of Bimini Capital Management, Inc. (the "Company"). Immediately after the February 20, 2013 closing, the Company owned 981,665 shares, or 29.38%, of Orchid's issued and outstanding shares of common stock. The Company has agreed to pay offering expenses and the other costs of the Offering, including underwriting discounts and commissions of $2,478,000.

Orchid invests in residential mortgage-backed securities, the principal and interest payments of which are guaranteed by a U.S. Government agency or a U.S. Government-sponsored entity. Orchid intends to conduct its operations so that it qualifies as a real estate investment trust ("REIT").

Upon completion of the Offering, Orchid entered into a Management Agreement (the "Management Agreement") with Bimini Advisors, LLC (the "Manager"). The Manager is a wholly-owned subsidiary of the Company, and it is registered as an investment advisor with the Securities and Exchange Commission. Pursuant to the Management Agreement, the Manager will receive fees for managing the day-to-day operations of Orchid, including the selection, purchase and sale of assets in Orchid's investment portfolio.

Also upon completion of the Offering, Orchid, the Manager and the Company entered into an Investment Allocation Agreement (the "Allocation Agreement"). Pursuant to the Allocation Agreement, targeted assets that are available in limited quantities will be allocated to the Company and Orchid based on specified investment allocation procedures and policies.

Material terms of the Management Agreement and Allocation Agreement are summarized below.

Management Agreement The Management Agreement requires that the Manager oversee Orchid's business affairs in conformity with its operating policies and investment guidelines. The Manager at all times will be subject to the supervision and direction of the Orchid Board of Directors. The Manager is responsible for (i) the selection, purchase and sale of assets in Orchid's investment portfolio, (ii) financing and hedging activities and (iii) providing Orchid with investment advisory services.

Management Services. The Manager is responsible for Orchid's day-to-day operations and will perform such services and activities relating to Orchid's assets and operations as may be appropriate, including, without limitation: • forming and maintaining Orchid's investment committee, which will have the following responsibilities: (i) proposing the investment guidelines to Orchid's Board of Directors, (ii) reviewing Orchid's investment portfolio for compliance with its investment guidelines on a monthly basis, (iii) reviewing Orchid's investment guidelines on a periodic basis, (iv) reviewing the diversification of Orchid's investment portfolio and its hedging and financing strategies on a monthly basis, and (v) conducting or overseeing the provision of the management services; • serving as Orchid's consultant with respect to the periodic review of its investments, borrowings and operations and other policies and recommendations with respect thereto, including, without limitation, the investment guidelines, in each case subject to the approval of Orchid's Board of Directors; • serving as Orchid's consultant with respect to the selection, purchase, monitoring and disposition of its investments; • serving as Orchid's consultant with respect to decisions regarding any financings, hedging activities or borrowings undertaken by it, including (i) assisting is in developing criteria for debt and equity financing that is specifically tailored to Orchid's investment objectives and (ii) advising Orchid with respect to obtaining appropriate financing for its investments; 2-------------------------------------------------------------------------------- • purchasing and financing investments on Orchid's behalf; • providing Orchid with portfolio management; • engaging and supervising, on Orchid's behalf and at its expense, independent contractors that provide real estate, investment banking, securities brokerage, insurance, legal, accounting, transfer agent, registrar and such other services as may be required relating to its operations or investments (or potential investments); • providing executive and administrative personnel, office space and office services required in rendering services to Orchid; • performing and supervising the performance of administrative functions necessary to Orchid's management as may be agreed upon by the Manager and Orchid's Board of Directors, including, without limitation, the collection of revenues and the payment of Orchid's debts and obligations and maintenance of appropriate information technology services to perform such administrative functions; • communicating on behalf of Orchid with the holders of its equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading exchanges or markets and to maintain effective relations with such holders, including website maintenance, logo design, analyst presentations, investor conferences and annual meeting arrangements; • counseling Orchid's Board of Directors in connection with policy decisions; • evaluating and recommending hedging strategies and engaging in hedging activities on Orchid's behalf, consistent with Orchid's qualification and maintenance of its qualification as a REIT and with its investment guidelines; • counseling regarding Orchid's qualification and maintenance of qualification as a REIT and monitoring compliance with the various REIT qualification tests and other rules set out in the Internal Revenue Code of 1986, as amended ("the "Code"), and U.S. Treasury regulations; • counseling regarding the maintenance of Orchid's exemption from status as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and monitoring compliance with the requirements for maintaining such exemption; • furnishing reports and statistical and economic research to Orchid regarding the activities and services performed for by the Manager; • monitoring the operating performance of Orchid's investments and providing periodic reports with respect thereto to Orchid's Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results; • investing and re-investing any of Orchid's cash and securities (including in short-term investments, payment of fees, costs and expenses, or payments of dividends or distributions to stockholders and partners of Orchid) and advising Orchid with respect to capital structure and capital-raising activities; • causing Orchid to retain qualified accountants and legal counsel, as applicable, to (i) assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the provisions of the Code applicable to REITs and, if applicable, taxable REIT subsidiaries and (ii) conduct quarterly compliance reviews with respect thereto; 3-------------------------------------------------------------------------------- • causing Orchid to qualify to do business in all jurisdictions in which such qualification is required and to obtain and maintain all appropriate licenses; • assisting is in complying with all applicable regulatory requirements in respect of Orchid's business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act"), or by stock exchange requirements as applicable; • taking all necessary actions to enable Orchid to make required tax filings and reports, including soliciting stockholders for required information to the extent necessary under the Code and U.S. Treasury regulations applicable to REITs; • handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which Orchid may be involved or to which Orchid may be subject arising out of its day-to-day operations; • arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote Orchid's business; • using commercially reasonable efforts to cause expenses incurred by or on Orchid's behalf to be commercially reasonable or commercially customary and within any budgeted parameters or expense guidelines set by Orchid's Board of Directors from time to time; • performing such other services as may be required from time to time for the management and other activities relating to Orchid's assets and business as its Board of Directors shall reasonably request or the Manager shall deem appropriate under the particular circumstances; and • using commercially reasonable efforts to cause Orchid to comply with all applicable laws.

Pursuant to the terms of the Management Agreement, the Manager will provide Orchid with a management team, including Orchid's Chief Executive Officer, Chief Financial Officer and Chief Investment Officer or similar positions, along with appropriate support personnel to provide the management services described in the Management Agreement. None of the officers or employees of the Manager will be exclusively dedicated to Orchid.

The Manager has not assumed any responsibility other than to render the services called for under the Management Agreement in good faith and is not responsible for any action of Orchid's Board of Directors in following or declining to follow its advice or recommendations, including as set forth in the investment guidelines. The Manager and its affiliates, and the directors, officers, employees, members and stockholders of the Manager and its affiliates, will not be liable to Orchid or its Board of Directors or stockholders for any acts or omissions performed in accordance with and pursuant to the Management Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under the Management Agreement. Orchid has agreed to indemnify the Manager and its affiliates, and the directors, officers, employees, members and stockholders of the Manager and its affiliates, with respect to all expenses, losses, damages, liabilities, demands, charges and claims in respect of or arising from any acts or omissions of the Manager, its affiliates, and the directors, officers, employees, members and stockholders of the Manager and its affiliates, performed in good faith under the Management Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties. The Manager has agreed to indemnify is and Orchid's directors, officers and stockholders with respect to all expenses, losses, damages, liabilities, demands, charges and claims in respect of or arising from any acts or omissions of the Manager constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties under the management agreement. The Manager will maintain reasonable and customary "errors and omissions" and other customary insurance coverage upon the completion of this offering.

4 -------------------------------------------------------------------------------- The Manager is required to refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the investment guidelines, (ii) would adversely affect Orchid's qualification as a REIT under the Code or Orchid's status as an entity exempted from investment company status under the Investment Company Act, or (iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over is or of any exchange on which Orchid's securities are listed or that would otherwise not be permitted by Orchid's charter or bylaws. If the Manager is ordered to take any action by Orchid's Board of Directors, the Manager will notify Orchid's Board of Directors if it is the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation or Orchid's charter or bylaws. The Manager, its directors, officers or members will not be liable to Orchid or its Board of Directors or stockholders for any act or omission by the Manager, its directors, officers or stockholders except as provided in the Management Agreement.

Term and Termination. The Management Agreement has an initial term expiring on February 20, 2016. The Management Agreement will be automatically renewed for one-year terms thereafter unless terminated by either Orchid or the Manager. The Management Agreement does not limit the number of renewal terms. Either Orchid or the Manager may elect not to renew the Management Agreement upon the expiration of the initial term of the Management Agreement or upon the expiration of any automatic renewal terms, both upon 180 days' prior written . . .

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits 10.1 Management Agreement between Orchid Island Capital, Inc. and Bimini Advisors, LLC, dated February 20, 2013 10.2 Investment Allocation Agreement among Bimini Capital Management, Inc., Orchid Island Capital, Inc. and Bimini Advisors, LLC, dated February 20, 2013

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