Form 8-K

8-K — TWO HARBORS INVESTMENT CORP.

Accession: 0001104659-26-035663

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0001465740

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm269980d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm269980d1_ex2-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm269980d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current

Report

Pursuant to Section 13

or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 27, 2026

Two Harbors Investment

Corp.

(Exact name of registrant

as specified in its charter)

Maryland

001-34506

27-0312904

(State or

other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

1601

Utica Avenue South, Suite 900

St. Louis Park, MN

55416

(Address of Principal Executive Offices)

(Zip Code)

(612) 453-4100

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address,

if changed since last report)

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:

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

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

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

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

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class:

Trading

Symbol(s)

Name of Exchange on Which Registered:

Common Stock, par value $0.01 per share

TWO

New York Stock Exchange

8.125% Series A Cumulative Redeemable Preferred Stock

TWO PRA

New York Stock Exchange

7.625% Series B Cumulative Redeemable Preferred Stock

TWO PRB

New York Stock Exchange

7.25% Series C Cumulative Redeemable Preferred Stock

TWO PRC

New York Stock Exchange

9.375% Senior Notes Due 2030

TWOD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934

(17 CFR §240.12b-2).

Emerging

Growth Company ¨

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On March 27, 2026, Two Harbors

Investment Corp., a Maryland corporation (“Two Harbors”), entered into an Agreement and Plan of Merger (the “Merger

Agreement”) by and among Two Harbors, CrossCountry Intermediate Holdco, LLC, a Delaware limited liability company (“CCM”),

and CrossCountry Merger Corp., a Maryland corporation and a wholly owned subsidiary of CCM (“Merger Sub”). Pursuant

to the Merger Agreement, and upon the terms and subject to the conditions therein and in accordance with the provisions of the Maryland

General Corporation Law, Merger Sub will merge with and into Two Harbors (the “Merger”) with Two Harbors surviving the Merger

and continuing as a wholly owned subsidiary of CCM.

Subject to the terms and

conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of

Two Harbors common stock, par value $0.01 per share (the “Two Harbors Common Stock”), will be converted into the right to

receive an amount in cash equal to $10.80 per share (the “Merger Consideration”). Upon conversion, all such shares of Two

Harbors Common Stock will automatically be cancelled and cease to exist.

Subject to the terms and

conditions of the Merger Agreement, at the Effective Time, each outstanding share of Two Harbors’ (i) 8.125% Series A Fixed-to-Floating

Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, (ii) 7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable

Preferred Stock, par value $0.01 per share, and (iii) 7.25% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,

par value $0.01 per share (collectively, the “Two Harbors Preferred Stock”), will remain issued and outstanding. Promptly

after the Effective Time, Two Harbors will deliver a notice of redemption to the holders of the Two Harbors Preferred Stock, in accordance

with Two Harbors’ Articles of Amendment and Restatement, and the Articles Supplementary thereto, and Amended and Restated Bylaws.

Following the Effective Time, when required in connection with the redemption of the Two Harbors Preferred Stock, CCM, on behalf of Two

Harbors, will irrevocably set aside and deposit, separate and apart from its other funds, in trust for the benefit of the holders of the

Two Harbors Preferred Stock, cash in immediately available funds in the amount of $25.00 per outstanding share of Two Harbors Preferred

Stock, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but not including, the redemption

date (the “Preferred Stock Redemption Amount”). On the redemption date set forth in the notice of redemption, each share of

Two Harbors Preferred Stock will be redeemed for an amount in cash equal to the Preferred Stock Redemption Amount.

Under the terms of the Merger

Agreement, the completion of the Merger is subject to certain customary closing conditions, including: (i) the adoption of the Merger

Agreement by the affirmative vote of the holders of the outstanding shares of Two Harbors Common Stock (the “Two Harbors Stockholders”)

entitled to cast a majority of all the votes entitled to be cast at the meeting of the Two Harbors Stockholders to consider the approval

of the Merger and the other transactions contemplated by the Merger Agreement (the “Two Harbors Stockholders Meeting”); (ii) the

accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications;

(iii) compliance by the parties with their respective covenants in the Merger Agreement in all material respects; (iv) the expiration

or termination of the applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of

1976, as amended, and other specified regulatory consents or clearances; (v) the absence of any law or order prohibiting or enjoining

the consummation of the Merger or that would have certain other effects; and (vi) the absence of a material adverse effect with respect

to Two Harbors or CCM on or after the date of the Merger Agreement that is continuing. CCM’s obligation to consummate the Merger

is also subject to the receipt by CCM of an opinion of counsel to the effect that Two Harbors has been organized and operated in

conformity with the requirements for qualification and taxation as a REIT.

The Merger Agreement and

the consummation of the transactions contemplated thereby have been unanimously approved by Two Harbors’ Board of Directors (the

“Two Harbors Board”), and the Two Harbors Board has resolved to recommend that the Two Harbors Stockholders approve the Merger

and the other transactions contemplated by the Merger Agreement.

The Merger Agreement provides

that, at the Effective Time, each restricted stock unit in respect of shares of Two Harbors Common Stock granted by Two Harbors with time-based

vesting requirements (each, a “Two Harbors RSU”) that is outstanding as of immediately prior to the Effective Time, whether

vested or unvested, will automatically and without any action on the part of the holder thereof be cancelled and converted into only the

right to receive the Merger Consideration with respect to each share of Two Harbors Common Stock subject to such Two Harbors RSU immediately

prior to the Effective Time (without interest and less applicable withholdings) as soon as reasonably practicable (but no later than fifteen

calendar days) after the Effective Time.

The Merger Agreement provides

that, at the Effective Time, each performance share unit in respect of shares of Two Harbors Common Stock granted by Two Harbors with

any performance-based vesting requirements (each, a “Two Harbors PSU”) that is outstanding as of immediately prior to the

Effective Time will automatically and without any action on the part of the holder thereof be cancelled and converted into only the right

to receive the Merger Consideration with respect to each share of Two Harbors Common Stock subject to such Two Harbors PSU immediately

prior to the Effective Time that is earned and vested assuming achievement of the applicable performance criteria at the greater of (i) target

performance and (ii) actual performance determined by the Two Harbors Board (as constituted immediately prior to the Effective Time)

as if the date on which the closing of the transactions contemplated by the Merger Agreement occurs was the last day of the applicable

performance period (without interest and less applicable withholdings) as soon as reasonably practicable (but no later than fifteen calendar

days) after the Effective Time.

The Merger Agreement provides

that, at the Effective Time, each share of restricted Two Harbors Common Stock granted by Two Harbors (each, a share of “Two Harbors

Restricted Stock”) that is outstanding as of immediately prior to the Effective Time shall, automatically and without any action

on the part of the holder thereof, be fully vested, and each holder of such shares of Two Harbors Restricted Stock shall have the right

to receive the Merger Consideration with respect to each share of Two Harbors Restricted Stock that so vests.

The Merger Agreement contains

customary representations, warranties and covenants made by each of CCM, Merger Sub and Two Harbors, including covenants by Two Harbors

regarding the conduct of its business during the pendency of the transactions contemplated by the Merger Agreement and other matters.

Two Harbors, its subsidiaries and their respective directors and officers are required, among other things, not to solicit alternative

acquisition proposals and, subject to certain customary exceptions, not to engage in, authorize or knowingly permit discussions or negotiations

regarding alternative acquisition proposals. The Merger Agreement also contains customary employee matters covenants, including a requirement

that CCM maintain specified levels of compensation and benefits for employees for designated periods of time following the closing.

Either CCM or Two Harbors

may terminate the Merger Agreement under certain specified circumstances, including (i) by mutual written consent of CCM and Two

Harbors; (ii) if the Merger is not consummated by the date that is 12 months after the date of the Merger Agreement (the “End

Date”); except that the End Date will automatically be successively extended to the date that is 15 months after the date of the

Merger Agreement if all required applicable regulatory clearances have not been obtained by what would otherwise be the End Date but all

other conditions to closing have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each

of which is capable of being satisfied) or (to the extent permitted by law) waived; (iii) if the approval of the Two Harbors Stockholders

is not obtained upon a vote held at a duly held Two Harbors Stockholders Meeting; (iv) any order, decree, ruling or injunction permanently

restraining, enjoining or otherwise prohibiting the consummation of the Merger becomes final and nonappealable; or (v) if there is

a breach by a party of any of its representations, warranties, covenants or agreements contained in the Merger Agreement, which would

result in the failure to satisfy one or more of the conditions for closing set forth in the Merger Agreement and has not been cured within

a specified cure period. CCM may terminate the Merger Agreement under certain specified circumstances, including if the Two Harbors Board

changes its recommendation with respect to the proposed Merger prior to receipt of the necessary approval of the Two Harbors Stockholders,

in which instance Two Harbors will pay CCM a termination fee of $25.4 million (the “CCM Termination Fee”) and reimburse CCM

for the amount of the UWM Termination Fee (as defined below). Two Harbors may terminate the Merger Agreement under certain specified circumstances,

including in order to enter into an alternative acquisition agreement constituting a Company Superior Proposal (as defined in the Merger

Agreement), in which Two Harbors will pay CCM the CCM Termination Fee and reimburse CCM for the amount of the UWM Termination Fee. The

foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the

text of the Merger Agreement, which is attached as Exhibit 2.1 hereto and is incorporated by reference herein.

The Merger Agreement has

been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about

CCM, Merger Sub or Two Harbors. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement

are qualified by information in a confidential disclosure letter provided by Two Harbors to CCM and a confidential disclosure letter provided

by CCM to Two Harbors, in each case in connection with the signing of the Merger Agreement and in filings of Two Harbors with the Securities

and Exchange Commission (the “SEC”). The representations, warranties and covenants contained in the Merger Agreement were

made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement,

are subject to limitations agreed upon by the parties to the Merger Agreement and are subject to standards of materiality applicable to

the parties that differ from those applicable to investors. Information concerning the subject matter of representations and warranties

may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Two Harbors’

public disclosures. Moreover, the representations and warranties in the Merger Agreement were used for the purposes of allocating risk

between CCM and Two Harbors rather than establishing matters of fact. In addition, investors are not third-party beneficiaries under the

Merger Agreement. Accordingly, the representations and warranties in the Merger Agreement should not be relied on as a characterization

of the actual state of facts about CCM, Merger Sub or Two Harbors.

Item 1.02 Termination of

a Material Definitive Agreement.

As previously disclosed,

on December 17, 2025, Two Harbors entered into an Agreement and Plan of Merger (the “UWM Merger Agreement”) by and among Two

Harbors, UWM Holdings Corporation, a Delaware corporation (“UWM”), and UWM Acquisitions 1, LLC, a Delaware limited liability

company and a wholly owned subsidiary of UWM.

Following the determination

by the ad hoc committee of the Two Harbors Board that it had received a “Company Superior Proposal,” as defined in the UWM

Merger Agreement, from CCM, and after considering UWM’s proposed revisions to the UWM Merger Agreement in consultation with Two

Harbors’ financial advisors and outside legal counsel, on March 27, 2026, prior to entering into the Merger Agreement, Two Harbors

delivered to UWM a written notice terminating the UWM Merger Agreement. In connection with the termination of the UWM Merger Agreement,

CCM, on behalf of Two Harbors, agreed to pay UWM a termination fee of $25.4 million in cash as required by the terms of the UWM Merger

Agreement (the “UWM Termination Fee”). CCM’s payment of the UWM Termination Fee is in addition to the Merger Consideration

to be paid by CCM to Two Harbors Stockholders pursuant to the Merger Agreement. Accordingly, Two Harbors hereby withdraws the previously

filed and mailed definitive proxy statement with respect to the UWM Merger Agreement and Two Harbors’ special meeting of stockholders

to approve the UWM merger, which was scheduled to be held on April 7, 2026, has been canceled.

Item 7.01 Regulation FD

Disclosure.

On March 27, 2026, Two Harbors

and CCM published a joint press release announcing the proposed Merger. A copy of the press release is furnished as Exhibit 99.1 hereto

and is incorporated herein by reference.

The joint press release is

furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for any other purpose, including for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that Section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed incorporated by reference

into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before

or after the date hereof, regardless of any general incorporation language in such filings, except as shall be expressly set forth by

specific reference in such filing.

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits.

The following exhibits are

filed with this report on Form 8-K:

Exhibit No.

Description

2.1†

Agreement and Plan of Merger, dated as of March 27, 2026, by and among CrossCountry Intermediate Holdco, LLC, CrossCountry Merger Corp. and Two Harbors Investment Corp.

99.1

Joint Press Release, dated March 27, 2026

104

Cover Page Interactive Data File, formatted in Inline XBRL

† Certain schedules and exhibits have been omitted pursuant

to Item 601(a)(5) of Regulation S-K. Two Harbors agrees to furnish supplementally a copy of such schedules and exhibits, or any section

thereof, to the SEC upon its request.

FORWARD-LOOKING STATEMENTS

This Form 8-K may contain

“forward-looking statements,” including certain plans, expectations, goals, projections and statements about the benefits

and synergies of the proposed Merger; descriptions of the combined company and its operations, integration and transition plans, synergies

and anticipated future performance; future opportunities for the combined company; Two Harbors’ and CCM’s plans, objectives,

expectations and intentions, the expected timing of completion of the proposed Merger, the ability of the parties to complete the proposed

Merger considering the various closing conditions; and other statements that are not historical facts. Such statements are subject to

numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about

beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor

provided by Section 27A of the Securities Act and Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of

1995. All statements, other than statements of historical fact, included in this Form 8-K that address activities, events or developments

that Two Harbors or CCM expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as

“project,” “predict,” “believe,” “expect,” “anticipate,” “potential,”

“create,” “estimate,” “plan,” “continue,” “intend,” “could,” “foresee,”

“should,” “may,” “will,” “guidance,” “look,” “outlook,” “goal,”

“future,” “assume,” “forecast,” “build,” “focus,” “work,” or the

negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of

future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements

are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect

actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that

are difficult to predict. Two Harbors’ ability to predict results or the actual effect of future events, actions, plans or strategies

is inherently uncertain. Although Two Harbors believes the expectations reflected in any forward-looking statements are based on reasonable

assumptions, it can give no assurance that their expectations will be attained and therefore, actual outcomes and results may differ materially

from what is expressed or forecasted in such forward-looking statements.

There are a number of risks

and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Form 8-K.

These include, among other things: the expected timing and likelihood of completion of the proposed Merger; the ability to successfully

integrate the businesses; the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed

Merger; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed Merger, including stockholder

approval by Two Harbors Stockholders, and the potential failure to satisfy the other conditions to the consummation of the proposed Merger

in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the

proposed Merger; the risk that any announcements relating to the proposed Merger could have adverse effects on the market price of Two

Harbors Common Stock; the risk that the proposed Merger and its announcement could have an adverse effect on the ability of Two Harbors

to retain and hire key personnel and the effect on Two Harbors’ operating results and business generally; the outcome of any legal

proceedings relating to the proposed Merger; including stockholder litigation in connection with the proposed Merger; the risk that restrictions

during the pendency of the proposed Merger may impact Two Harbors’ ability to pursue certain business opportunities or strategic

transactions; that Two Harbors may be adversely affected by other economic, business or competitive factors; changes in future loan production;

the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates;

the availability and terms of financing; general economic conditions; market conditions; conditions in the market for mortgage-related

investments; legislative and regulatory changes that could adversely affect Two Harbors’ business. All such factors are difficult

to predict and are beyond the control of Two Harbors and CCM, including those detailed in Two Harbors’ annual reports on Form 10-K,

quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on Two Harbors’ website at www.twoinv.com/investors

and on the SEC’s website at www.sec.gov.

Each of the forward-looking

statements of Two Harbors are based on assumptions that Two Harbors believes to be reasonable but that may not prove to be accurate. Any

forward-looking statement speaks only as of the date on which such statement is made, and Two Harbors does not undertake any obligation

to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required

by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date

hereof.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed

Merger, Two Harbors will file with the SEC a preliminary proxy statement. The proposed Merger will be submitted to the Two Harbors Stockholders

for their approval. Two Harbors may also file other documents with the SEC regarding the proposed Merger. The definitive proxy statement

will be sent to the Two Harbors Stockholders and will contain important information about the proposed Merger and related matters. This

document is not a substitute for the proxy statement that will be filed with the SEC or any other documents that Two Harbors may file

with the SEC or send to Two Harbors Stockholders in connection with the proposed Merger. INVESTORS AND SECURITYHOLDERS OF TWO HARBORS

ARE ADVISED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE (INCLUDING ALL OTHER RELEVANT DOCUMENTS

THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and securityholders may obtain

a free copy of the proxy statement (when available) and all other documents filed or that will be filed with the SEC by Two Harbors on

the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Two Harbors will be made available free of charge on

Two Harbors’ website at www.twoinv.com/investors or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South,

Suite 900, St. Louis Park, MN 55416, Attention: Investor Relations.

PARTICIPANTS IN THE SOLICITATION

Two Harbors and its directors,

executive officers and certain other members of management and employees of Two Harbors may be deemed to be “participants”

in the solicitation of proxies from the Two Harbors Stockholders in connection with the proposed Merger. Securityholders can find information

about Two Harbors and its directors and executive officers and their ownership of Two Harbors Common Stock in Two Harbors’ annual

report on Form 10-K for the fiscal year ended December 31, 2025 and in its definitive proxy statement relating to its 2025 annual meeting

of stockholders filed with the SEC on April 2, 2025 (the “Two Harbors 2025 Proxy”). Please refer to the sections captioned

“Compensation Discussion and Analysis”, “Summary Compensation Table”, “Stock Ownership” and “Proposal

2: Advisory Vote Relating to Executive Compensation” in the Two Harbors 2025 Proxy. Any changes in the holdings of Two Harbors’

securities by its directors or executive officers from the amounts described in the Two Harbors 2025 Proxy have been reflected in Statements

of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Two Harbors 2025 Proxy and are available on the

SEC’s website at www.sec.gov. Additional information regarding the interests of such individuals in the proposed Merger will be

included in the proxy statement relating to the proposed Merger when it is filed with the SEC. Free copies of these documents may be obtained

as described in the preceding paragraph.

SIGNATURE

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.

TWO HARBORS INVESTMENT CORP.

By:

/s/ Rebecca B. Sandberg

Rebecca B. Sandberg

Chief Legal Officer and Secretary

Date: March 27, 2026

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm269980d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

CrossCountry

INTERMEDIATE HOLDCO, LLC,

CROSSCOUNTRY MERGER CORP.

and

TWO HARBORS INVESTMENT CORP.

Dated as of March 27, 2026

TABLE

OF CONTENTS

Page

ARTICLE I CERTAIN DEFINITIONS

1.1

Certain Definitions

ARTICLE II THE MERGER

2.1

The Merger

2.2

Closing

2.3

Effect of the Merger

2.4

Organizational Documents

2.5

Officers of the Surviving Company

2.6

Tax Consequences

ARTICLE III EFFECT OF THE MERGER ON THE EQUITY OF THE COMPANY AND MERGER SUB; EXCHANGE

3.1

Effect of the Merger on Equity

3.2

Treatment of Company Equity Awards

3.3

Payment for Securities; Exchange

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY

4.1

Organization, Standing and Power

4.2

Capital Structure

4.3

Authority; No Violations; Approvals

4.4

Consents

4.5

SEC Documents; Financial Statements; Internal Controls and Procedures

4.6

Absence of Certain Changes or Events

4.7

No Undisclosed Material Liabilities

4.8

Information Supplied

4.9

Compliance with Applicable Law; Company Permits

4.10

Compensation; Benefits

4.11

Labor Matters

4.12

Taxes

4.13

Litigation

4.14

Intellectual Property

4.15

Real Property

4.16

Material Contracts

4.17

Mortgage Business

4.18

Insurance

4.19

Opinion of Financial Advisor

4.20

Brokers

4.21

State Takeover Statute

4.22

Investment Company Act

4.23

Related Party Transactions

4.24

No Additional Representations

ARTICLE V REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB

5.1

Organization, Standing and Power

5.2

Authority; No Violations; Approvals

5.3

Consents

5.4

Funds

5.5

Information Supplied

5.6

Compliance with Applicable Law; Parent Permits

5.7

Litigation

5.8

Brokers

5.9

Ownership of Company Capital Stock

5.10

Business Conduct

5.11

Parent Status

5.12

UWM Termination Fee

5.13

No Additional Representations

ARTICLE VI COVENANTS AND AGREEMENTS

6.1

Conduct of Company Business Pending the Merger

6.2

[Reserved.]

6.3

No Solicitation by the Company

6.4

Preparation of Proxy Statement

6.5

Stockholders Meeting

6.6

Access to Information

6.7

Reasonable Best Efforts

6.8

Employee Matters

6.9

Indemnification; Directors’ and Officers’ Insurance

6.10

Agreement to Defend; Stockholder Litigation

6.11

Public Announcements

6.12

Control of Business

6.13

Transfer Taxes

6.14

Notification

6.15

Section 16 Matters

6.16

Takeover Laws

6.17

Delisting

6.18

Obligations of Parent and its Subsidiaries

6.19

Senior Notes Outstanding

6.20

Financing Activities

6.21

Redemption of Company Preferred Stock

6.22

Existing Lending Facilities

ARTICLE VII CONDITIONS PRECEDENT

7.1

Conditions to Each Party’s Obligation to Consummate the Merger

7.2

Additional Conditions to Obligations of Parent and Merger Sub

7.3

Additional Conditions to Obligations of the Company

7.4

Frustration of Closing Conditions

ARTICLE VIII TERMINATION

8.1

Termination

8.2

Notice of Termination; Effect of Termination

8.3

Termination Fee

ARTICLE IX GENERAL PROVISIONS

9.1

Schedule Definitions

9.2

Survival

9.3

Notices

9.4

Rules of Construction

9.5

Counterparts

9.6

Entire Agreement; Third Party Beneficiaries

9.7

Governing Law; Venue; Waiver of Jury Trial

9.8

No Remedy in Certain Circumstances

9.9

Assignment

iii

9.10

Affiliate Liability

9.11

Remedies; Specific Performance

9.12

Severability

9.13

Amendment

9.14

Extension; Waiver

9.15

Liability of the Financing Sources

Annexes

Annex A

Articles of Merger

AGREEMENT AND PLAN OF MERGER

AGREEMENT

AND PLAN OF MERGER, dated as of March 27, 2026, (this “Agreement”), by and among CrossCountry Intermediate

Holdco, LLC, a Delaware limited liability company (“Parent”), CrossCountry Merger Corp., a Maryland corporation and

a wholly owned subsidiary of Parent (“Merger Sub”), and Two Harbors Investment Corp., a Maryland corporation

(the “Company”). Each of Parent, Merger Sub and the Company is referred to herein as a “party”

and, collectively, the “parties.”

WHEREAS,

the Company is a corporation operating as a real estate investment trust within the meaning, and under the provisions, of Sections 856

through 860 of the Code (“REIT”) for U.S. federal income tax purposes;

WHEREAS,

the Company has terminated the Agreement and Plan of Merger, dated as of December 17, 2025, by and between UWM Holdings Corporation,

a Delaware corporation (“UWM”), UWM Acquisitions 1, LLC, a Delaware limited liability company and a wholly owned subsidiary

of UWM, and the Company (the “UWM Merger Agreement”) in accordance with its terms;

WHEREAS,

in connection with the termination of the UWM Merger Agreement and entry into this Agreement, Parent, on behalf of the Company, has,

concurrently with such termination and the execution and delivery of this Agreement, paid to UWM the Company Termination Fee (as defined

in the UWM Merger Agreement) of $25,400,000 (the “UWM Termination Fee”) pursuant to Section 8.3 of the UWM Merger

Agreement;

WHEREAS,

the Board of Directors of the Company (the “Company Board”) has unanimously (i) determined and declared that

this Agreement and the transactions, including the merger of Merger Sub with and into the Company (the “Merger”),

contemplated hereby (collectively, the “Transactions”), are advisable, and in the best interests of, the Company and

its stockholders, (ii) duly authorized and approved the execution, delivery and performance of this Agreement and the consummation

of the Merger and the other Transactions contemplated by this Agreement, (iii) directed that approval of the Merger and the other

Transactions contemplated by this Agreement be submitted for consideration by the holders of Company Common Stock (the “Company

Stockholders”) at the Company Stockholders Meeting (as defined herein) and (iv) resolved to recommend that the Company

Stockholders approve the Merger and the other Transactions contemplated by this Agreement (such recommendation made in clause (iv),

the “Company Board Recommendation”);

WHEREAS,

the managing member of Parent (the “Parent Managing Member”) has (i) determined that this Agreement and the Transactions,

including the Merger, are fair to, and in the best interests of, Parent and its members, and (ii) approved and declared advisable

this Agreement and the Transactions, including the Merger;

WHEREAS,

Parent, in its capacity as the sole stockholder of Merger Sub, has approved and adopted this Agreement and the Merger and the other Transactions

contemplated by this Agreement, and has taken all actions required for due execution of this Agreement by Merger Sub and the consummation

by Merger Sub of the Transactions, including the Merger; and

WHEREAS,

the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe

various terms of and conditions to the Merger.

NOW,

THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement,

and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Merger Sub and the Company

hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1            Certain

Definitions. As used in this Agreement, the following terms have the following meanings:

“Acceptable Confidentiality

Agreement” means a confidentiality agreement that contains confidentiality provisions and other provisions limiting the disclosure

and use of non-public information that are not materially less favorable in the aggregate to the Company than those contained in the

Confidentiality Agreement (unless the Company offers to amend the Confidentiality Agreement to reflect such more favorable terms and

except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement

and such non-material changes requested by the counterparty to ensure the confidentiality agreement is consistent with its organization’s

customary policies, procedures and practices with respect to confidentiality agreements); provided that such confidentiality agreement

need not include any “standstill” provision or similar terms.

“Affiliate”

means, with respect to any Person, any other Person, directly or indirectly, controlling, controlled by, or under common control with,

such Person, through one or more intermediaries or otherwise.

“Agreement”

has the meaning set forth in the Preamble.

“Alternate Financing”

has the meaning set forth in Section 6.20(a)(i).

“Articles of Merger”

has the meaning set forth in Section 2.2(b).

“beneficial ownership,”

including the correlative term “beneficially owning,” has the meaning ascribed to such term in Section 13(d) of

the Exchange Act.

“Bonus Amounts”

has the meaning set forth in Section 6.8(f).

“Book-Entry Shares”

has the meaning set forth in Section 3.3(b)(i).

“Business Day”

means a day other than a day on which banks in the State of New York or the State of Maryland are authorized or obligated by Law to be

closed.

“Business Permits”

means the Company Permits set forth on Schedule 1.1(a) of the Company Disclosure Letter that require either (a) prior

approval of a Governmental Entity or (b) the submission of a new application that must be approved by a Governmental Entity, in

each case prior to the Closing.

“Cancelled Shares”

has the meaning set forth in Section 3.1(a)(iv).

“Cap Amount”

has the meaning set forth in Section 6.9(d).

“Capitalization

Date” has the meaning set forth in Section 4.2(a).

“Certificates”

has the meaning set forth in Section 3.3(b)(i).

“Closing”

has the meaning set forth in Section 2.2(a).

“Closing Date”

has the meaning set forth in Section 2.2(a).

“Code”

means the Internal Revenue Code of 1986.

“Company”

has the meaning set forth in the Preamble.

“Company Affiliate”

has the meaning set forth in Section 9.10.

“Company ATM Program”

means the Company’s at-the-market equity offering program pursuant to the Equity Distribution Agreement, dated September 19,

2025, between the Company and BTIG, LLC, as amended and restated by the Equity Distribution Agreement, dated September 19, 2025,

between the Company and Citizens JMP Securities, LLC.

“Company Board”

has the meaning set forth in the Recitals.

“Company Board Recommendation”

has the meaning set forth in the Recitals.

“Company Bylaws”

means the Amended and Restated Bylaws of the Company, dated September 21, 2020, as may be amended, modified, restated or supplemented

after the date hereof in compliance with this Agreement.

“Company Capital

Stock” means the Company Common Stock and the Company Preferred Stock.

“Company Change

of Recommendation” has the meaning set forth in Section 6.3(b).

“Company Charter”

means the Articles of Amendment and Restatement of the Company, as amended from time to time, and Articles Supplementary thereto, in

each case in effect as of the date hereof, as may be amended, modified, restated or supplemented after the date hereof in compliance

with this Agreement.

“Company Common

Stock” has the meaning set forth in Section 3.1(a)(i).

“Company Competing

Proposal” means any proposal or offer relating to any transaction or series of related transactions (other than transactions

with Parent or any of its Subsidiaries) involving: (a) any acquisition or purchase by any Person or Group, directly or indirectly,

of more than 25% of any class of outstanding voting or Equity Securities of the Company, or any tender offer or exchange offer that,

if consummated, would result in any Person or Group beneficially owning more than 25% of any class of outstanding voting or Equity Securities

of the Company; (b) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization

or other similar transaction involving the Company and a Person or Group pursuant to which the Company Stockholders immediately preceding

such transaction hold less than 75% of the equity interests in the surviving or resulting entity of such transaction; or (c) any

sale, lease (other than in the ordinary course of business), exchange, transfer or other disposition to a Person or Group of more than

25% of the consolidated assets of the Company and its Subsidiaries (measured by the fair market value thereof).

“Company Disclosure

Letter” has the meaning set forth in Article IV.

“Company Dividend

Reinvestment and Direct Stock Purchase Plan” means the Two Harbors Dividend Reinvestment and Direct Stock Purchase Plan.

“Company Employee”

has the meaning set forth in Section 6.8(a).

“Company Employee

Benefit Plans” has the meaning set forth in Section 6.8(a).

“Company Equity

Awards” means the Company RSUs, Company PSUs, and Company RSAs.

“Company Equity

Plan” means the Two Harbors 2021 Equity Incentive Plan, as amended or amended and restated from time to time.

“Company Governing

Documents” means the Company Charter and the Company Bylaws.

“Company Leased

Real Property” has the meaning set forth in Section 4.15(b).

“Company Material

Adverse Effect” has the meaning set forth in Section 4.1(a).

“Company Material

Contracts” has the meaning set forth in Section 4.16(a).

“Company Owned Intellectual

Property” has the meaning set forth in Section 4.14(a).

“Company Permits”

has the meaning set forth in Section 4.9(b).

“Company Plans”

has the meaning set forth in Section 4.10(a).

“Company Portfolio

Securities” means any mortgage-backed securities (including “To Be Announced” agency mortgage-backed securities),

U.S. Treasuries or other assets or securities permitted under the Company’s investment guidelines, including derivative securities

and other instruments used for the purpose of hedging interest rate risk.

“Company Preferred

Stock” has the meaning set forth in Section 3.1(a)(iii).

“Company PSU”

has the meaning set forth in Section 3.2(b).

“Company Related

Party Agreement” has the meaning set forth in Section 4.23.

“Company RSA”

has the meaning set forth in Section 3.2(c).

“Company RSU”

has the meaning set forth in Section 3.2(a).

“Company SEC Documents”

has the meaning set forth in Section 4.5(a).

“Company Series A

Preferred Stock” has the meaning set forth in Section 3.1(a)(iii).

“Company Series B

Preferred Stock” has the meaning set forth in Section 3.1(a)(iii).

“Company Series C

Preferred Stock” has the meaning set forth in Section 3.1(a)(iii).

“Company Stockholder

Approval” means the affirmative vote of the holders of the outstanding shares of Company Common Stock entitled to cast a majority

of all the votes entitled to be cast at the Company Stockholders Meeting on the Merger, in accordance with the MGCL and the Company Governing

Documents.

“Company Stockholders”

has the meaning set forth in the Recitals.

“Company Stockholders

Meeting” has the meaning set forth in Section 4.4(a)(i).

“Company Superior

Proposal” means a bona fide Company Competing Proposal (with references to 25% being deemed replaced with references

to 50% and references to 75% being deemed to be replaced with references to 50%) by a third party, which the Company Board or any committee

thereof determines in good faith after consultation with the Company’s outside legal and financial advisors and after taking into

account the factors that the Company Board considers pertinent (including legal, financial, regulatory and other aspects of such proposal,

including whether the transactions contemplated by such proposal are reasonably capable of being consummated) would, if consummated in

accordance with its terms, result in a transaction more favorable to the Company Stockholders than the Transactions (including taking

into account any revisions to the terms and conditions of this Agreement offered in writing by Parent pursuant to Section 6.3(d)(iii) in

response to such Company Competing Proposal).

“Company Termination

Fee” means a cash amount equal to $25,400,000.00.

“Competition/Foreign

Investment Law” means (a) the HSR Act, (b) any federal, state or foreign antitrust, competition or trade regulation

Law that prohibits, restricts or regulates actions having the purpose or effect of monopolization, restraint of trade or lessening or

distortion of competition through merger or acquisition, or (c) any Laws with respect to foreign investment.

“Confidentiality

Agreement” has the meaning set forth in Section 6.6(b).

“Consent”

means any approval, consent, ratification, clearance, permission, waiver or authorization.

“Contract”

means any written or oral contract, agreement, commitment, note, bond, debenture, mortgage, indenture, deed of trust, license, lease

or other legally binding instrument, understanding or obligation.

“control”

and its correlative terms, means the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“D&O Insurance”

has the meaning set forth in Section 6.9(d).

“Debt Commitment

Letter” has the meaning set forth in Section 5.4(b).

“Debt Financing

Fee Letter” has the meaning set forth in Section 5.4(b).

“Definitive Debt

Agreements” has the meaning set forth in Section 6.20(a)(i).

“Effective Time”

has the meaning set forth in Section 2.2(b).

“Employee Benefit

Plan” of any Person means any “employee benefit plan” (within the meaning of Section 3(3) of ERISA, regardless

of whether such plan is subject to ERISA), stock option, restricted equity, stock purchase, stock compensation, phantom equity or appreciation

rights plan, bonus plan or arrangement, incentive award plan or arrangement, vacation or holiday pay policy, retention or severance pay

plan, policy or agreement, deferred compensation agreement or arrangement, change in control, medical, dental, vision, accident, disability,

life or other welfare benefit and any other employee benefit plan, agreement, or arrangement, for any present or former director, employee

or contractor of the Person; provided, however, that in no event will “Employee Benefit Plan” include any “multiemployer

plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code or any arrangement maintained by a Governmental

Entity to which the Person is required to contribute under applicable Law.

“Employment Laws”

means Laws respecting employment and employment practices including applicable Laws relating to labor relations, equal employment opportunities,

fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits,

immigration (including employment eligibility verification and employment of non-citizen workers), wages, hours, overtime compensation,

child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, workers’ compensation,

leaves of absence and unemployment insurance (in each case of the foregoing, as it relates to employment practices).

“End Date”

has the meaning set forth in Section 8.1(b)(ii).

“Enforceability

Exceptions” has the meaning set forth in Section 4.3(a).

“Equity Securities”

means, for any Person, any (a) shares or units of capital stock or voting securities, membership or limited liability company interests

or units, partnership interests or other ownership interests (whether voting or nonvoting) in such Person, (b) other interest or

participation (including phantom shares, units or interests or stock appreciation rights) in such Person that confers on the holder thereof

the right to receive a share of the profits and losses of, or distribution of assets of, such Person or a payment from such Person based

on or resulting from the value or price of any of the interests in the foregoing clause (a), (c) subscriptions, calls, warrants,

options, market stock units, stock performance units, restricted stock units, derivative contracts, forward sale contracts or commitments

of any kind or character related to, or entitling any Person or entity to purchase or otherwise acquire any of the interests in the foregoing

clauses (a) and (b), in each case, from such Person, or (d) securities convertible into or exercisable or exchangeable

for any of the interests in the foregoing clauses (a)–(c).

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“Exchange Act”

means the Securities Exchange Act of 1934.

“Exchange Fund”

has the meaning set forth in Section 3.3(a).

“Financing”

has the meaning set forth in Section 5.4(b).

“Financing Source

Provisions” means each of this definition, the definition of “Financing Sources”, Section 9.6(b), Section 9.7(d),

Section 9.13, Section 9.14 and Section 9.15, together with the defined terms used in each such Section,

solely as they relate to the applicable Section.

“Financing Sources”

means the Persons that have committed to provide any portion of any of the Financing or have otherwise entered into any commitment letter,

credit agreement, or other agreement in connection with and reflecting any committed Financing (other than Parent, Merger Sub or any

of Parent’s Subsidiaries), together with their respective Affiliates and their and their respective Affiliates’ Representatives,

trustees, equityholders, members and controlling Persons and the respective successors and assigns of any of the foregoing.

“GAAP”

has the meaning set forth in Section 4.5(b).

“Governmental Entity”

means any court, governmental, regulatory (including self-regulatory organization or stock exchange) or administrative agency or commission

or other governmental authority or instrumentality (including government-sponsored enterprises), domestic or foreign.

“Governmental Order”

means any order, judgment, injunction, decree, writ, stipulation, directive, ruling, settlement, determination, decision, verdict or

award, whether civil, criminal or administrative (in each case, whether temporary, preliminary or permanent), in each case, entered,

issued, made or rendered by or with any Governmental Entity.

“Group”

has the meaning ascribed to such term in Section 13(d) of the Exchange Act.

“HSR Act”

means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Indemnified Liabilities”

has the meaning set forth in Section 6.9(a).

“Indemnified Persons”

has the meaning set forth in Section 6.9(a).

“Intellectual Property”

means any and all proprietary and intellectual property rights, under the applicable Law of any jurisdiction or rights under international

treaties, both statutory and common law rights, including all U.S. and foreign: (a) patents and applications for same, and extensions,

divisions, continuations, continuations-in-part, reexaminations, reissues, substitutions and extensions thereof; (b) trademarks,

service marks, trade names, corporate names, slogans, domain names, logos, trade dress and other identifiers of source, and registrations

and applications for registrations thereof (including all goodwill associated with the foregoing); (c) copyrights and all copyright

registrations and applications; (d) trade secrets, know-how, and rights in confidential information, including designs, formulations,

concepts, compilations of information, methods, techniques, procedures, and processes, whether or not patentable; and (e) all ownership

rights in Software.

“Intervening Event”

means any fact, circumstance, occurrence, state of fact, effect, change, event or development that (a) was not actually known or

reasonably foreseeable by the Company Board or the magnitude or material consequences of which (based on the facts actually known to

the Company Board as of the date of this Agreement) were not reasonably foreseeable as of the date of this Agreement and (b) does

not relate to or arise from (i) the receipt, existence or terms of any Company Competing Proposal, (ii) any actions contemplated

by, and in accordance with, Section 6.7, including any consequences thereof, (iii) any change in the market price or

trading volume of Company securities, or (iv) any failure, in and of itself, by the Company to meet, or the exceeding by the Company

of, internal or published estimates or forecasts of revenues, earnings or other financial metrics; provided that, with respect

to the foregoing clauses (iii) and (iv), the underlying cause of such change, failure or exceedance may otherwise

constitute or be taken into account in determining whether an “Intervening Event” has occurred if not otherwise falling into

the foregoing clauses (i) or (ii) of this definition. For the avoidance of doubt, an Intervening Event shall

not include any fact, circumstance, occurrence, state of fact, effect, change, event or development relating to the public announcement,

execution, delivery or performance of this Agreement, the identity of Parent or the pendency or the consummation of the Transactions

contemplated hereby.

“IRS”

means the U.S. Internal Revenue Service.

“IT Assets”

means, for any Person, the computers, software, servers, routers, hubs, switches, circuits, networks, data communications lines and all

other information technology infrastructure and equipment of such Person and its Subsidiaries that are owned or leased by such Person

and its Subsidiaries and used by them in connection with the operation of their businesses.

“Knowledge”

means the actual knowledge of (a) in the case of the Company, the individuals listed in Schedule 1.1(b) of the Company

Disclosure Letter and (b) in the case of Parent, the individuals listed in Schedule 1.1(a) of the Parent Disclosure

Letter, in each case, after due inquiry.

“Law”

means any law, rule, regulation, ordinance, code, judgment, order, treaty, convention, governmental directive or other legally enforceable

requirement, U.S. or non-U.S., of any Governmental Entity, including common law.

“Letter of Transmittal”

has the meaning set forth in Section 3.3(b)(i).

“Lien”

means any lien, pledge, hypothecation, mortgage, deed of trust, security interest, conditional or installment sale agreement, encumbrance,

option, right of first refusal, easement, right of way, encroachment, preemptive right, community property interest or restriction of

any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset,

or any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset), whether voluntarily incurred

or arising by operation of Law.

“Maryland Courts”

has the meaning set forth in Section 9.7(b).

“Maryland

Department” has the meaning set forth in Section 2.2(b).

“Material Adverse

Effect” means, when used with respect to any Person, any fact, circumstance, occurrence, state of fact, effect, change, event

or development (each, an “Effect”) that, individually or in the aggregate, has had, or would reasonably be expected

to have, a material adverse effect on the financial condition, business, assets or results of operations of such Person and its Subsidiaries,

taken as a whole; provided, however, that, for the purposes of the foregoing, no Effect (by itself or when aggregated or

taken together with any and all other Effects) directly or indirectly resulting from, arising out of, attributable to, or related to

any of the following shall be deemed to be or constitute a “Material Adverse Effect,” and no Effect (by itself or when aggregated

or taken together with any and all other such Effects) directly or indirectly resulting from, arising out of, attributable to, or related

to any of the following shall be taken into account when determining whether a “Material Adverse Effect” has occurred or

would reasonably be expected to occur: (a) general economic conditions (or changes in such conditions) or conditions in the global

economy generally; (b) conditions (or changes in such conditions) in the securities markets (including the mortgage-backed securities

markets), credit markets, currency markets or other financial markets, including (i) changes in interest rates and changes in exchange

rates for the currencies of any countries and (ii) any suspension of trading in securities (whether equity, debt, derivative or

hybrid securities) generally on any securities exchange or over-the-counter market; (c) conditions (or changes in such conditions)

in any industry or industries in which the Company operates (including changes in general market prices and regulatory changes affecting

the industry); (d) political conditions (or changes in such conditions) or acts of war, sabotage or terrorism, acts of God, epidemic,

pandemic, disease outbreak or other outbreak of illness or public health event (including any escalation or general worsening of any

such acts of war, sabotage, terrorism, acts of God, epidemics, pandemics, disease outbreaks or other outbreaks or public health events);

(e) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires, other natural disasters or other weather conditions;

(f) changes in Law or other legal or regulatory conditions, or the interpretation thereof, or changes in GAAP or other accounting

standards (or the interpretation thereof); (g) the announcement of this Agreement or the pendency or consummation of the Transactions

contemplated hereby, including the identity of the other party or its Affiliates; (h) any actions taken or failure to take action,

in each case, which the other party, as applicable, has requested; (i) compliance with the terms of, or the taking of any action

expressly required by, this Agreement; (j) the failure to take any action prohibited by this Agreement; (k) any changes in

such Person’s stock price, dividends or the trading volume of such Person’s stock, or any failure by such Person to meet

any analysts’ estimates or expectations of such Person’s revenue, earnings or other financial performance or results of operations

for any period, or any failure by such Person or any of its Subsidiaries to meet any internal budgets, plans or forecasts of its revenues,

earnings or other financial performance or results of operations (it being understood that the facts or occurrences giving rise to or

contributing to such changes or failures may constitute or be taken into account in determining whether there has been, or would reasonably

be expected to be, a “Material Adverse Effect”); or (l) any Proceedings made or brought by any of the current or former

stockholders of such Person (on their own behalf or on behalf of such Person, but in any event, only in their capacity as a current or

former stockholder of such Person) against the Company, Parent, Merger Sub or any of their directors or officers, arising out of the

Merger or in connection with any other transactions contemplated by this Agreement; provided, further, that any Effect

directly or indirectly resulting from, arising out of, attributable to or related to the matters described in the foregoing clauses

(a) through (f), to the extent such Effect has had or would reasonably be expected to have a disproportionately adverse

effect on such Person and its Subsidiaries, taken as a whole, as compared to other Persons that conduct business in the regions in the

world and in the industries in which such Person and its Subsidiaries conduct business, shall be taken into account when determining

whether a “Material Adverse Effect” has occurred or would reasonably be expected to occur.

“Material Company

Insurance Policies” has the meaning set forth in Section 4.18.

“Merger”

has the meaning set forth in the Recitals.

“Merger Consideration”

has the meaning set forth in Section 3.1(a)(i).

“Merger Sub”

has the meaning set forth in the Preamble.

“MGCL”

has the meaning set forth in Section 2.1.

“Minimum Distribution

Dividend” means such amount, if any, with respect to any taxable year of the Company ending on or prior to the Closing Date,

which is required to be paid by the Company prior to the Effective Time to (a) satisfy the distribution requirements set forth in

Section 857(a) of the Code and (b) avoid, to the extent possible, the imposition of income tax under Section 857(b) of

the Code and the imposition of excise tax under Section 4981 of the Code.

“Notice”

has the meaning set forth in Section 6.3(d)(iii).

“Notice Period”

has the meaning set forth in Section 6.3(d)(iii).

“NYSE”

means the New York Stock Exchange.

“Open Source Software”

means any software that contains or is derived in any manner (in whole or in part) from any software, code or libraries that are distributed

as free software or as open source software, including any software licensed under or subject to the Artistic License, the Mozilla Public

License, the GNU Affero GPL, the GNU GPL, the GNU LGPL, any other license that is defined as an “Open Source License” by

the Open Source Initiative, and any similar license or distribution model.

“Organizational

Documents” means: (a) with respect to a corporation, the charter, articles, articles supplementary or certificate of incorporation,

as applicable, and bylaws thereof; (b) with respect to a limited liability company, the certificate of formation or organization,

as applicable, and the operating or limited liability company agreement thereof; (c) with respect to a partnership, the certificate

of formation and the partnership agreement; and (d) with respect to any other Person, the organizational, constituent or governing

documents or instruments of such Person.

“other party”

means (a) when used with respect to the Company, Parent and Merger Sub and (b) when used with respect to Parent or Merger Sub,

the Company.

“Parent”

has the meaning set forth in the Preamble.

“Parent Disclosure

Letter” has the meaning set forth in Article V.

“Parent Managing

Member” has the meaning set forth in the Recitals.

“Parent Material

Adverse Effect” means any Effect that, individually or in the aggregate, would be reasonably expected to prevent, or materially

impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of Parent or Merger Sub to consummate,

the Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date.

“party”

or “parties” means a party or the parties to this Agreement, except as the context may otherwise require.

“Paying Agent”

has the meaning set forth in Section 3.3(a).

“Permit”

means any franchise, grant, authorization, charter, license, permit, easement, variance, exception, consent, certificate, approval or

order of any Governmental Entity.

“Permitted Liens”

means any Lien: (a) for Taxes or governmental assessments, charges or claims of payment not yet delinquent or that are being contested

in good faith by appropriate Proceedings and for which adequate reserves have been established in accordance with GAAP; (b) relating

to any indebtedness incurred in the ordinary course of business consistent with past practice; (c) which is a carriers’, warehousemen’s,

mechanics’, materialmen’s, repairmen’s or other similar Liens arising by operation of Law in the ordinary course of

business for amounts not yet delinquent; (d) which is not material in amount and would not reasonably be expected to materially

interfere with the ordinary conduct of the business of the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable,

as currently conducted or materially impair the use, occupancy, value or marketability of the applicable property; (e) which is

a statutory or common law Lien or encumbrance to secure landlords, lessors or renters under leases or rental agreements; or (f) which

is imposed on the underlying fee interest in real property subject to a lease by the applicable Person.

“Person”

means any individual, corporation, partnership, limited partnership, limited liability company, Group (including a “person”

as defined in Section 13(d)(3) of the Exchange Act), trust, association or other entity or organization (including any Governmental

Entity or a political subdivision, agency or instrumentality of a Governmental Entity).

“Preferred Stock

Redemption Amount” has the meaning set forth in Section 6.21(b).

“Preferred Stock

Redemption Notice” has the meaning set forth in Section 6.21(a).

“Proceeding”

means any claim, complaint, charge, demand, assessment, litigation, suit, action, arbitration, mediation, audit, hearing, inquiry, dispute,

investigation or subpoena, civil investigative demand or other request for information, or other proceeding (in each case, whether civil,

criminal, administrative, investigative, formal or informal) commenced, brought, conducted or heard by or before, or otherwise involving,

any Governmental Entity.

“Prohibited Modification”

has the meaning set forth in Section 6.20(a)(i).

“Proxy Statement”

has the meaning set forth in Section 4.4(a)(i).

“Qualified REIT

Subsidiary” means a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code.

“REIT”

has the meaning set forth in the Recitals.

“Representatives”

means, with respect to any Person, the officers, directors, members, managers, general and limited partners, employees, advisors (including

accountants, consultants, legal counsel, financial advisors, investment bankers, and other professional advisors), agents and other representatives

of such Person.

“Required Amounts”

means the sum of (a) the aggregate Merger Consideration plus (b) all other amounts due and owing under or in connection with

this Agreement.

“Sarbanes-Oxley

Act” means the Sarbanes-Oxley Act of 2002.

“SEC”

means the United States Securities and Exchange Commission.

“Securities Act”

means the Securities Act of 1933.

“Senior Notes”

means the Company’s 9.375% Senior Notes due 2030 issued pursuant to the Senior Notes Indenture.

“Senior Notes Indenture”

means the Indenture, dated as of January 19, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as original

trustee, as supplemented by the Third Supplemental Indenture, dated as of May 5, 2025, among the Company, The Bank of New York Mellon

Trust Company, N.A., as original trustee, and U.S. Bank Trust Company, National Association, as series trustee, and as further supplemented

by the Fourth Supplemental Indenture, dated as of May 13, 2025, between the Company and U.S. Bank Trust Company, National Association,

as series trustee.

“Severance Plan”

means the Two Harbors Investment Corp. Severance Benefits Plan, as amended or amended and restated from time to time.

“Software”

means all: (a) computer programs and other software, including software implementations of algorithms, models, and methodologies,

whether in source code, object code or other form, including libraries, subroutines and other components thereof; (b) computerized

databases and other computerized compilations and collections of data or information, including all data and information included in

such databases, compilations or collections; (c) screens, user interfaces, command structures, report formats, templates, menus,

buttons and icons; (d) descriptions, flow-charts, architectures, development tools, and other materials used to design, plan, organize

and develop any of the foregoing; and (e) all documentation, including development, diagnostic, support, user and training documentation

related to any of the foregoing.

“Subsidiary”

means, with respect to a Person, any Person, whether incorporated or unincorporated, of which (a) at least 50% of the securities

or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing

similar functions, (b) a general partner interest or (c) a managing member interest, is directly or indirectly owned or controlled

by the subject Person or by one or more of its respective Subsidiaries.

“Surviving Company”

has the meaning set forth in Section 2.1.

“Takeover Law”

means any “fair price,” “moratorium,” “control share acquisition,” “business combination”

or any other takeover or anti-takeover statute or similar statute enacted under applicable Law applicable to this Agreement, the Merger

or the other Transactions.

“Tax”

or “Taxes” means any and all U.S. federal, state, local and non-U.S. taxes, assessments, levies, duties, tariffs,

imposts and other similar charges and fees imposed by any Governmental Entity, including, income, franchise, windfall or other profits,

gross receipts, property, sales, use, net worth, capital stock, payroll, employment, social security, workers’ compensation, unemployment

compensation, excise, withholding, ad valorem, stamp, transfer, value-added, occupation, environmental, disability, real property, personal

property, registration, alternative or add-on minimum or estimated tax, including any interest, penalty, additions to tax or additional

amounts imposed with respect thereto, whether disputed or not.

“Tax Returns”

means any return, report, certificate, claim for refund, election, estimated tax filing or declaration filed or required to be filed

with any Taxing Authority, including any schedule or attachment thereto, and including any amendments thereof.

“Taxable REIT Subsidiary”

means a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code.

“Taxing Authority”

means any Governmental Entity having jurisdiction in matters relating to Tax matters.

“Terminable Breach”

has the meaning set forth in Section 8.1(b)(iii).

“Transaction Agreements”

means this Agreement and each other agreement to be executed and delivered in connection herewith and therewith.

“Transaction Litigation”

has the meaning set forth in Section 6.10.

“Transactions”

has the meaning set forth in the Recitals.

“Transfer Taxes”

means any (direct or indirect) transfer, sales, use, stamp, registration or other similar Taxes; provided, for the avoidance of

doubt, that Transfer Taxes shall not include any income, franchise or similar taxes arising from the Transactions.

“UWM”

has the meaning set forth in the Recitals.

“UWM Merger Agreement”

has the meaning set forth in the Recitals.

“UWM Termination

Fee” has the meaning set forth in the Recitals.

“UWM Termination

Fee Refund” has the meaning set forth in Section 8.3(c).

“Voting Debt”

of a Person means bonds, debentures, notes or other indebtedness for borrowed money having the right to vote (or convertible into, or

exchangeable for, securities having the right to vote) on any matters on which stockholders of such Person may vote.

ARTICLE II

THE MERGER

2.1             The

Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and

into the Company in accordance with the provisions of the Maryland General Corporation Law (the “MGCL”). As a

result of the Merger, the separate existence of the Merger Sub shall cease and Company shall continue its existence under the Laws of

the State of Maryland as the surviving company (in such capacity, the Company is sometimes referred to herein as the “Surviving

Company”). From and after the Merger, the Surviving Company shall be a wholly owned Subsidiary of Parent.

2.2            Closing.

(a)            The

closing of the Merger (the “Closing”), shall take place at 9:00 a.m., New York, New York time, on a date that is two

Business Days following the satisfaction or (to the extent permitted by applicable Law) waiver in accordance with this Agreement of all

of the conditions set forth in Article VII (other than any such conditions which by their nature cannot be satisfied until

the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived in accordance with

this Agreement on the Closing Date), by the electronic exchange of documents and executed signature pages. For purposes of this Agreement,

the “Closing Date” shall mean the date on which the Closing occurs.

(b)            As

soon as practicable on the Closing Date after the Closing, the parties shall cause the Merger to be consummated by filing (i) articles

of merger in the form attached hereto as Annex A (the “Articles of Merger”), executed in accordance with the

MGCL, with the State Department of Assessments and Taxation of Maryland (the “Maryland Department”), and (ii) all

other filings or recordings required under the MGCL to consummate the Merger. The Merger shall become effective at the time that the

Articles of Merger are accepted for record by the Maryland Department, or such later date and time as shall be agreed to in writing by

the Company and Parent and specified in the Articles of Merger (such date and time the Merger becomes effective, the “Effective

Time”).

2.3            Effect

of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement, the Articles of Merger and the

applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all

the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in, and devolve on, the Surviving

Company, and all debts, liabilities, obligations, and duties of each of the Company and Merger Sub shall become the debts, liabilities,

obligations and duties of the Surviving Company.

2.4            Organizational

Documents. At the Effective Time, (a) the articles of incorporation of the Surviving Company shall remain the same as the articles

of incorporation of the Company as of immediately prior to the Effective Time and (b) the bylaws of the Surviving Company shall

remain the same as the bylaws of the Company as of immediately prior to the Effective Time and shall be the bylaws of the Surviving Company

until thereafter amended or terminated as provided by Law or the terms of this Agreement, including Section 6.9(b); provided

that the indemnity and exculpation provisions in such Organizational Documents shall be substantially similar, in all material respects,

as those under the Company Governing Documents, in each case as in effect immediately prior to the Effective Time. The name of the Surviving

Company shall be “Two Harbors Investment Corp.”.

2.5            Officers

of the Surviving Company. From and after the Effective Time, each officer of Merger Sub immediately prior to the Effective Time shall

continue to serve in his or her respective office as an officer of the Surviving Company, and each such officer shall serve until his

or her successor has been duly elected or appointed and qualified or until his or her death, resignation or removal in accordance with

the Organizational Documents of the Surviving Company.

2.6            Tax

Consequences. It is intended that, for U.S. federal income tax purposes, the Merger shall qualify as a taxable sale of Company Capital

Stock.

ARTICLE III

EFFECT OF THE MERGER ON THE EQUITY OF THE COMPANY

AND MERGER SUB; EXCHANGE

3.1             Effect

of the Merger on Equity. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub,

the Company, or any holder of any securities of Parent, Merger Sub or the Company, the following shall occur:

(a)            Capital

Stock of the Company.

(i)            Subject

to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (the “Company

Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined

below), shall be converted into the right to receive an amount in cash, without interest, equal to $10.80 per share (the “Merger

Consideration”).

(ii)           All

such shares of Company Common Stock, when so converted pursuant to Section 3.1(a)(i), shall automatically be cancelled and

cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than

Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid

in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3.

(iii)          (A) Each

share of the Company’s 8.125% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share

(the “Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time,

shall remain issued and outstanding; (B) each share of the Company’s 7.625% Series B Fixed-to-Floating Rate Cumulative

Redeemable Preferred Stock, $0.01 par value per share (the “Company Series B Preferred Stock”), issued and outstanding

immediately prior to the Effective Time, shall remain issued and outstanding; and (C) each share of the Company’s 7.25% Series C

Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Company Series C Preferred

Stock” and, together with the Company Series A Preferred Stock and the Company Series B Preferred Stock, the “Company

Preferred Stock”), issued and outstanding immediately prior to the Effective Time, shall remain issued and outstanding.

(iv)          All

shares of Company Common Stock held by Parent or Merger Sub or by any wholly owned Subsidiary

of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be cancelled and cease to exist as of

the Effective Time, and no consideration shall be delivered in exchange therefor (collectively, the “Cancelled Shares”).

(v)           At

the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to

the Effective Time shall be converted into and become one issued and outstanding share of common stock, par value $0.01 per share, of

the Surviving Company.

(b)            Adjustment

to Merger Consideration. The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock

split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), subdivision,

reorganization, reclassification, recapitalization, combination, exchange of shares or other like change with respect to the number of

shares of Company Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this Section 3.1(b) shall

be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this

Agreement.

3.2            Treatment

of Company Equity Awards.

(a)            Treatment

of Company RSUs. At the Effective Time, each restricted stock unit in respect of shares of Company Common Stock granted by the Company

with only time-based vesting requirements (each, a “Company RSU”) that is outstanding as of immediately prior to the

Effective Time, whether vested or unvested, shall, automatically and without any action on the part of the holder thereof, be cancelled

and converted into only the right to receive the Merger Consideration with respect to each share of Company Common Stock subject to such

Company RSU immediately prior to the Effective Time (without interest and less applicable withholdings) as soon as reasonably practicable

(but no later than fifteen calendar days) after the Effective Time; provided, that, with respect to any Company RSUs that constitute

nonqualified deferred compensation subject to Section 409A of the Code and that are not permitted to be paid or settled as soon

as reasonably practicable after the Effective Time without triggering a Tax or penalty under Section 409A of the Code, such payment

or settlement shall be made at the earliest time permitted under the terms of such award that will not trigger a Tax or penalty under

Section 409A of the Code.

(b)            Treatment

of Company PSUs. At the Effective Time, each performance share unit in respect of shares of Company Common Stock granted by the Company

with any performance-based vesting requirements (each, a “Company PSU”) that is outstanding as of immediately prior

to the Effective Time, shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into

only the right to receive the Merger Consideration with respect to each share of Company Common Stock subject to such Company PSU immediately

prior to the Effective Time that is earned and vested assuming achievement of the applicable performance criteria at the greater of (i) target

performance and (ii) actual performance determined by the Company Board (as constituted immediately prior to the Effective Time)

as if the Closing Date was the last day of the applicable performance period, (without interest and less applicable withholdings) as

soon as reasonably practicable (but no later than fifteen calendar days) after the Effective Time; provided, that, with respect

to any Company PSUs that constitute nonqualified deferred compensation subject to Section 409A of the Code and that are not permitted

to be paid or settled as soon as reasonably practicable after the Effective Time without triggering a Tax or penalty under Section 409A

of the Code, such payment or settlement shall be made at the earliest time permitted under the terms of such award that will not trigger

a Tax or penalty under Section 409A of the Code.

of Company RSAs. At the Effective Time, each share of restricted Company Common Stock granted by the Company (each, a “Company

RSA”) that is outstanding as of immediately prior to the Effective Time shall, automatically and without any action on the

part of the holder thereof, be fully vested, and each holder of such Company RSAs shall have the right to receive the Merger Consideration

with respect to each share of Company Common Stock that so vests.

(d)            Prior

to the Effective Time, the Company Board or the Compensation Committee of the Company Board shall take such action and adopt such resolutions

as are required (i) to terminate the Company Equity Plan, effective as of immediately prior to, but subject to the occurrence of,

the Effective Time, (ii) to effectuate the treatment of the Company Equity Awards pursuant to the terms of Section 3.2,

and (iii) to take all actions reasonably required to effectuate any provision of Section 3.2. The Company shall provide

Parent with drafts of, and a reasonable opportunity to comment upon, all such resolutions prior to their adoption to the extent such

comments relate to the matters in this Section 3.2(d).

3.3            Payment

for Securities; Exchange.

(a)            Paying

Agent; Exchange Fund. No later than ten days prior to the Closing Date, Parent shall enter into an agreement (in form and substance

reasonably acceptable to the Company) with the Company’s transfer agent to act as agent for the holders of Company Common Stock

in connection with the Merger (the “Paying Agent”) and to receive the Merger Consideration, to which such holders

shall become entitled pursuant to this Article III. On the Closing Date and prior to the Effective Time, Parent or Merger

Sub shall deposit, or cause to be deposited, with the Paying Agent, for the benefit of the former holders of shares of Company Common

Stock, for issuance in accordance with this Article III through the Paying Agent, cash in an amount equal to the aggregate

Merger Consideration required to be paid in accordance with this Agreement. The Paying Agent shall, pursuant to irrevocable instructions,

deliver the Merger Consideration contemplated to be paid in exchange for shares of Company Common Stock pursuant to this Agreement out

of the Exchange Fund. Except as contemplated by this Section 3.3(a), the Exchange Fund shall not be used for any other purpose.

Any cash deposited with the Paying Agent shall hereinafter be referred to as the “Exchange Fund.” The Surviving Company

shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of shares for the Merger Consideration.

Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

(b)            Exchange

Procedures.

(i)            As

soon as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct

the Paying Agent to deliver to each record holder of, as of immediately prior to the Effective Time, shares represented by a certificate

or certificates that immediately prior to the Effective Time represented shares of Company Common Stock, as applicable (the “Certificates”)

or shares of Company Common Stock, represented by book-entry (“Book-Entry Shares”), in each case, which shares were

converted pursuant to Section 3.1 into the right to receive the applicable Merger Consideration at the Effective Time: (A) a

letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of

loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry

Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to

by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders

of Company Common Stock may vary in certain respects due to differences in the respective securities); and (B) instructions for

use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of

the applicable Merger Consideration set forth in Section 3.1.

(ii)            Upon

surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal (or, in the case of Book-Entry

Shares, by book-receipt of an “agent’s message” by the Paying Agent or such other evidence, if any, required to be

obtained by the Paying Agent in connection with the surrender of Book-Entry Shares), duly completed and validly executed in accordance

with the instructions thereto, and such other customary documents as may be reasonably required by the Paying Agent, the holder of such

Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the

provisions of this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry

Shares on the applicable Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable

Merger Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock, it shall be a condition

of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person

requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration

to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving

Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii),

each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive

upon such surrender the applicable Merger Consideration payable in respect of such shares of Company Common Stock.

of Rights. All Merger Consideration paid upon the surrender of and in exchange for shares of Company Common Stock in accordance with

the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Common Stock. At the

Effective Time, the stock transfer books of the Surviving Company shall be closed immediately with respect to the Company Common Stock,

and there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the shares of Company

Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry

Shares are presented to the Surviving Company for any reason, they shall be cancelled and exchanged for the applicable Merger Consideration

payable in respect of the shares of Company Common Stock previously represented by such Certificates or Book-Entry Shares (other than

Certificates or Book-Entry Shares representing Cancelled Shares).

(d)            Termination

of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the former Company Stockholders on the 365th

day after the Closing Date shall be delivered to Parent, upon demand, and any former Company Stockholders who have not theretofore received

the applicable Merger Consideration to which they are entitled under this Article III, without interest thereon, shall thereafter

look only to Parent for payment of their claim for such amounts.

(e)            No

Liability. None of the Surviving Company, Parent, Merger Sub or the Paying Agent shall be liable to any holder of a Certificate or

Book-Entry Share for any Merger Consideration (or dividends or distributions with respect thereto) or other amounts properly delivered

to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate or Book-Entry Share has

not been surrendered prior to the time that is immediately prior to the time at which the applicable Merger Consideration in respect

of such Certificate or Book-Entry Share would otherwise escheat to or become the property of any Governmental Entity, any such shares,

cash, dividends or other distributions in respect of such Certificate or Book-Entry Share shall, to the extent permitted by applicable

Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

(f)            Lost,

Stolen, or Destroyed Certificates. If any Certificate (other than a Certificate representing Cancelled Shares) shall have been lost,

stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed

and, if reasonably required by the Surviving Company, the posting by such Person of a bond in such reasonable amount as the Surviving

Company may direct as indemnity against any claim that may be made against it with respect to such Certificate, Parent shall instruct

the Paying Agent to pay in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect

of the shares of Company Common Stock or Company Preferred Stock, as applicable, formerly represented by such Certificate.

(g)            Withholding

Taxes. Notwithstanding anything in this Agreement to the contrary, Parent, the Surviving Company and the Paying Agent shall be entitled

to deduct and withhold from (A) the consideration to be paid by Parent hereunder and (B) any other amounts otherwise payable

pursuant to this Agreement, any amount required to be deducted and withheld with respect to the making of such payment under the Code

or any other provision of state, local or foreign Tax Law. If Parent, the Surviving Company or the Paying Agent believes that such deduction

or withholding is required, the applicable withholding Person shall use commercially reasonable efforts to provide the Company with written

notice at least five Business Days prior to withholding any amount pursuant to this Section 3.3(g) such that the Company

and the holders of the Company Common Stock, Company Preferred Stock, Company RSUs and Company PSUs shall have the opportunity to eliminate

or reduce such deduction or withholding obligation by filing appropriate documentation or taking other appropriate action, and subject

to their respective obligations under applicable Law, Parent and the Surviving Company shall, and such parties shall instruct the Paying

Agent to, cooperate in good faith with the Company and such holders as necessary to eliminate or reduce such deduction or withholding,

in each case, to the extent permitted under applicable Law. Any such amounts so deducted or withheld shall be paid over to the relevant

Taxing Authority in accordance with applicable Law by the Paying Agent, the Surviving Company or Parent, as the case may be, and such

deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which

such deduction or withholding was made.

(h)            Dissenters’

Rights. No dissenters’ or appraisal rights shall be available with respect to the Merger or the other Transactions.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the

disclosure letter dated as of the date of this Agreement and delivered by the Company to Parent and Merger Sub immediately prior to the

execution of this Agreement (the “Company Disclosure Letter”) and except as disclosed in the Company SEC Documents

filed with the SEC on or after January 1, 2024 and publicly available at least one Business Day prior to the date hereof (including

all exhibits and schedules thereto and documents incorporated by reference therein, but excluding any forward looking disclosures set

forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other

disclosures included therein to the extent they are predictive or forward looking in nature), the Company represents and warrants to

Parent and Merger Sub as follows:

4.1            Organization,

Standing and Power.

(a)            Each

of the Company and its Subsidiaries is a legal entity duly organized, validly existing and, where relevant, in good standing under the

Laws of its jurisdiction of organization, with all requisite entity power and authority to own, lease and, to the extent applicable,

operate its properties and to carry on its business as now being conducted, other than where the failure to be so organized, validly

existing, in good standing or to have such power or authority has not had, and would not reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect on the Company (a “Company Material Adverse Effect”) or would not reasonably

be expected, individually or in the aggregate, to prevent, or materially impair, interfere with, hinder or delay the consummation of,

or materially adversely affect the ability of the Company to consummate, the Transactions, including the Merger, on a timely basis, and

in any event, prior to the End Date.

(b)            Each

of the Company and its Subsidiaries is duly qualified or licensed to do business and, where relevant, is in good standing in each jurisdiction

where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, other than

where the failure to be so qualified, licensed or in good standing has not had, and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect or would not reasonably be expected, individually or in the aggregate, to prevent,

or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of the Company

to consummate, the Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date. The Company has filed

with the SEC, prior to the date of this Agreement, correct and complete copies of the Company Governing Documents, as in effect as of

the date hereof.

4.1(c) of the Company Disclosure Letter sets forth an accurate and complete list of each Subsidiary of the Company, including

the jurisdiction of organization of such Subsidiary. The Company has made available to Parent correct and complete copies of the Organizational

Documents of each Subsidiary of the Company that are in effect on the date hereof. The Organizational Documents of each Subsidiary of

the Company are in full force and effect, and no Subsidiary of the Company is in violation, in any material respect, of any of its Organizational

Documents.

4.2            Capital

Structure.

(a)            As

of the date of this Agreement, the authorized capital stock of the Company consists of 175,000,000 shares of Company Common Stock and

100,000,000 shares of Company Preferred Stock, of which 5,750,000 shares were originally classified and designated as shares of Company

Series A Preferred Stock, 11,500,000 shares were originally classified and designated as shares of Company Series B Preferred

Stock and 12,650,000 shares were originally classified and designated as shares of Company Series C Preferred Stock. At the close

of business on March 24, 2026 (the “Capitalization Date”): (i) 105,043,735 shares of Company Common Stock

(inclusive of 154,594 Company RSAs) were issued and outstanding; (ii) 5,050,221 shares of the Company Series A Preferred Stock

were issued and outstanding; (iii) 10,159,200 shares of the Company Series B Preferred Stock were issued and outstanding; (iv) 9,661,396

shares of the Company Series C Preferred Stock were issued and outstanding; (v) 1,123,247 Company RSUs were outstanding and

unvested; (vi) 806,615 Company PSUs were outstanding and unvested assuming satisfaction of any performance vesting conditions at

target levels; (vii) 2,055,995 shares of Company Common Stock were reserved for issuance pursuant to the Company Equity Plan; (viii) 759,925

shares of Company Common Stock were reserved for issuance pursuant to the Company Dividend Reinvestment and Direct Stock Purchase Plan;

(ix) 15,000,000 shares of Company Common Stock were reserved for issuance pursuant to the Company ATM Program; and (x) 17,687,325

shares of Company Common Stock were reserved for issuance in connection with the conversion of the Company Preferred Stock. Except (1) as

set forth in this Section 4.2, and (2) for Company Capital Stock issued on or after the date hereof (solely to the extent

permitted by Section 6.1(b)(ii)), there are no other outstanding shares of Company Capital Stock or other Equity Securities

of the Company issued, reserved for issuance or outstanding.

(b)            All

outstanding shares of Company Capital Stock have been duly authorized and are validly issued, fully paid and non-assessable and are not

subject to preemptive rights. All outstanding shares of Company Capital Stock have been issued and granted in compliance in all material

respects with applicable state and federal securities Laws, the MGCL and the Company Governing Documents. The Company owns, directly

or indirectly, all of the issued and outstanding shares of capital stock and other Equity Securities of the Subsidiaries of the Company,

free and clear of all Liens, other than Permitted Liens. All outstanding Equity Securities of the Subsidiaries of the Company have been

duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. Except for the outstanding

Equity Securities of the Subsidiaries of the Company, neither the Company nor any Subsidiary of the Company owns any Equity Securities

of any Person. Except as set forth in this Section 4.2, and the Company Governing Documents, and except for stock grants

or other Company Equity Awards granted in accordance with Section 6.1(b)(ii), there are no outstanding: (i) shares of

Company Capital Stock, (ii) Voting Debt, (iii) Equity Securities of the Company or any Subsidiary of the Company convertible

into or exchangeable or exercisable for shares of Company Capital Stock or Voting Debt or (iv) subscriptions, options, warrants,

calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which the Company or

any Subsidiary of the Company is a party or by which it is bound, in any case, obligating the Company or any Subsidiary of the Company

to (A) issue, deliver, transfer, sell, purchase, repurchase, redeem or acquire, or cause to be issued, delivered, transferred, sold,

purchased, repurchased, redeemed or acquired, additional shares of Company Capital Stock, any Voting Debt, or other voting securities

or Equity Securities of the Company or any of its Subsidiaries or (B) grant, extend or enter into any such subscription, option,

warrant, call, put, right of first refusal or other similar right, commitment or agreement. Except as set forth in the Company Governing

Documents, there are no stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is

a party or by which it is bound governing, regulating, restricting or otherwise relating to the voting of any shares of the Company Capital

Stock or other Equity Securities of the Company or any of its Subsidiaries.

4.3            Authority;

No Violations; Approvals.

(a)            The

Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and

to consummate the Transactions, including the Merger. The execution and delivery of this Agreement by the Company and the consummation

by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action

on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval, and (ii) the

filing of the Articles of Merger with, and acceptance for record by, the Maryland Department. This Agreement has been duly executed and

delivered by the Company and, assuming the due and valid execution of this Agreement by Parent and Merger Sub, constitutes a valid and

binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy,

insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to

general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively,

“Enforceability Exceptions”). The Company Board, at a meeting duly called and held, unanimously (i) determined

and declared that this Agreement and the Transactions, including the Merger, are advisable and in the best interests of, the Company

Stockholders; (ii) duly authorized and approved the execution, delivery and performance of this Agreement and the consummation of

the Merger and the other Transactions contemplated by this Agreement; (iii) directed that approval of the Merger and the other Transactions

contemplated by this Agreement be submitted for consideration by the holders of Company Common Stock at the Company Stockholders Meeting;

and (iv) resolved to make the Company Board Recommendation. Subject to Section 6.3, the Company Board has not rescinded,

adversely modified or withdrawn such resolutions. The Company Stockholder Approval is the only vote of the holders of any class or series

of the Company Capital Stock and any other Equity Securities of the Company necessary to approve the Merger and the other Transactions

contemplated by this Agreement. The Company is not a party to any stockholder rights plan, “poison pill,” antitakeover plan

or other similar agreement that is applicable to the Merger.

(b)            The

execution and delivery of this Agreement does not, and the performance by the Company of its covenants hereunder and the consummation

of the Transactions will not (with or without notice or lapse of time, or both): (i) assuming that the Company Stockholder Approval

is obtained, contravene, conflict with or result in a violation of any provision of the Company Governing Documents or Organizational

Documents of any Subsidiary of the Company; (ii) breach, conflict with, result in a violation of, or default under, or acceleration

of any obligation or the loss of a benefit under, result in the termination, vesting, cancellation or amendment of or a right of termination,

cancellation or amendment under, constitute a change of control, require consent or approval under, or result in the creation of any

Liens upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Material Contract

or Company Permit; or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and

the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company

or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii),

any such breach, contraventions, conflicts, violations, defaults, acceleration, losses, or Liens that have not had, and would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect or would not reasonably be expected, individually

or in the aggregate, to prevent, or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect

the ability of the Company to consummate, the Transactions, including the Merger, on a timely basis, and in any event, prior to the End

Date.

with the execution and delivery of this Agreement, assuming that Parent has paid (or has caused to be paid) the Company Termination Fee

on behalf of the Company, the Company has validly terminated the UWM Merger Agreement in accordance with its terms and has no further

liabilities thereunder. Promptly, and in any event within 24 hours after the execution and delivery of this Agreement, the Company will

have instructed UWM to return to the Company or destroy or erase all Confidential Material (as defined in the Mutual Non-Disclosure Agreement

entered into between the Company and UWM, dated October 24, 2025 (the “UWM Confidentiality Agreement”)) previously

furnished to UWM or Representatives of UWM by or on behalf of the Company or any of its Subsidiaries in accordance with the terms of

the UWM Confidentiality Agreement, except as permitted in the UWM Confidentiality Agreement.

4.4            Consents.

No Consent from, or filing with or notification to, any Governmental Entity, is required to be obtained or made by the Company or any

of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of

its covenants hereunder or the consummation by the Company of the Transactions, except for: (a) the filing with the SEC and, if

applicable, the furnishing of (i) a proxy statement in preliminary and definitive form (the “Proxy Statement”)

relating to the meeting of the Company Stockholders to consider the approval of the Merger and the other Transactions contemplated by

this Agreement (including any postponement, adjournment or recess thereof, the “Company Stockholders Meeting”) and

(ii) such reports under the Exchange Act and the Securities Act, and such other compliance with the Exchange Act and the Securities

Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (b) the

filing of the Articles of Merger and any other required filings with, and the acceptance for record by, the Maryland Department pursuant

to the MGCL; (c) filings as may be required under the rules and regulations of the NYSE; (d) such filings and approvals

as may be required by any applicable state securities or “blue sky” Laws or Takeover Laws; (e) any such Consent or filing

the failure to obtain or make has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company

Material Adverse Effect or would not reasonably be expected, individually or in the aggregate, to prevent, or materially impair, interfere

with, hinder or delay the consummation of, or materially adversely affect the ability of the Company to consummate, the Transactions,

including the Merger, on a timely basis, and in any event, prior to the End Date; (f) filings or notifications under any applicable

requirements of the HSR Act and any other applicable Competition/Foreign Investment Laws; and (g) the Consents with respect to the

Business Permits.

4.5            SEC

Documents; Financial Statements; Internal Controls and Procedures.

(a)            Since

January 1, 2024, the Company has filed or furnished with the SEC all forms, reports, schedules and statements required to be filed

or furnished under the Securities Act or the Exchange Act, respectively (such forms, reports, schedules and statements, as amended, collectively,

the “Company SEC Documents”). As of their respective filing dates, or, if amended prior to the date hereof, as of

the date of (and giving effect to) the last such amendment made prior to the date hereof, each of the Company SEC Documents, as amended,

complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case

may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC

Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to

those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated

therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)            The

consolidated audited and unaudited interim financial statements of the Company included or incorporated by reference in the Company SEC

Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of

this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared

in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent

basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted

by Rule 10-01 of Regulation S-X of the SEC), have been prepared from the books and records of the Company and its Subsidiaries,

which have been maintained in accordance with GAAP, and fairly present in all material respects in accordance with applicable requirements

of GAAP (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments) the consolidated financial

position of the Company and its Subsidiaries, as of the respective dates thereof and the consolidated results of operations, consolidated

stockholders’ equity and consolidated cash flows of the Company and its Subsidiaries for the respective periods indicated therein

(subject, in the case of unaudited interim financial statements, to absence of notes and normal year-end adjustments). Except as permitted

or required by GAAP and disclosed in the Company SEC Documents, since January 1, 2024, the Company has not made or adopted any material

change in its accounting methods, practices or policies. To the Knowledge of the Company, as of the date hereof, none of the Company

SEC Documents is the subject of ongoing SEC review and the Company does not have outstanding and unresolved comments from the SEC with

respect to any of the Company SEC Documents.

than any off-balance sheet financings as and to the extent specifically disclosed in the Company SEC Documents filed or furnished prior

to the date hereof, neither the Company nor any Subsidiary of the Company is a party to, or has any Contract to become a party to, any

joint venture, off-balance sheet partnership or any similar contractual arrangement, including any off-balance sheet arrangements (as

defined in Instruction 8 to Item 303(b) of Regulation S-K under the Exchange Act) where the purpose of such Contract is to avoid

disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial

statements or any Company SEC Documents.

(d)            The

Company is, and since January 1, 2024 has been, in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley

Act and the applicable listing and corporate governance rules and regulations of NYSE.  The Company’s disclosure

controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the

reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s

management as appropriate to allow timely decisions regarding required disclosure. The Company has established and maintains a system

of internal control over financial reporting (within the meaning of Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

that is designed to provide reasonable assurance about the reliability of financial reporting for the Company and its consolidated Subsidiaries

and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance

of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of each of the Company

and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with GAAP, and that receipts and expenditures of each of the Company and its Subsidiaries are being made only

in accordance with appropriate authorizations of the Company’s management and the Company Board and (iii) provide reasonable

assurance about prevention or timely detection of unauthorized acquisition, use or disposition of the assets of each of the Company and

its Subsidiaries that could have a material effect on the Company’s financial statements. The Company has disclosed to its outside

auditors and the audit committee of the Company Board (A) any significant deficiencies and material weaknesses in the design or

operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which are reasonably

likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information

and (B) any fraud, whether or not material, that involves the Company’s management or other employees of the Company or any

of its Subsidiaries who have a significant role in the Company’s internal control over financial reporting. Since January 1,

2024, neither the Company nor, to the Knowledge of the Company, the Company’s outside auditors, has identified, been made aware

of or received any written notification of any “significant deficiencies” or “material weaknesses” (as defined

by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures

that would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize

and report financial data, in each case, which has not been subsequently remediated.

4.6            Absence

of Certain Changes or Events.

(a)           Since

January 1, 2024, through the date of this Agreement, there has not been any Effect that, individually or in the aggregate, has had,

or would reasonably be expected to have, a Company Material Adverse Effect.

(b)           From

January 1, 2024, through the date of this Agreement, except for the discussion and negotiation of, and entry into, this Agreement

and the UWM Merger Agreement (including (i) conducting the business of the Company and its Subsidiaries in accordance with the terms

thereof, (ii) the transactions contemplated thereby and (iii) the termination thereof), the Company and each of its Subsidiaries

have conducted their business in the ordinary course of business consistent with past practices in all material respects.

4.7            No

Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever that

would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries, other than: (a) liabilities

reflected or reserved against on the most recent unaudited consolidated balance sheet of the Company contained in the Company SEC Documents;

(b) liabilities incurred in the ordinary course of business consistent with past practices subsequent to the date of the most recent

unaudited balance sheet of the Company contained in the Company SEC Documents; (c) liabilities incurred in connection with the preparation,

negotiation and consummation of the Transactions; (d) liabilities incurred as expressly permitted or required under the terms hereof,

including under Section 6.1(b); and (e) liabilities that have not had, and would not reasonably be expected to have,

individually or in the aggregate, a Company Material Adverse Effect or would not reasonably be expected, individually or in the aggregate,

to prevent, or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of

the Company to consummate, the Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date.

4.8            Information

Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy

Statement shall, at the date it is first mailed to the Company Stockholders, and at the time of the Company Stockholders Meeting, contain

any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make

the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will, when filed,

comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation

is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically

for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or

incorporated by reference to the Company’s filings with the SEC.

4.9            Compliance

with Applicable Law; Company Permits.

(a)            The

Company and each of its Subsidiaries is, and at all times since January 1, 2024 has been, in compliance with, and not in default

under or in violation of, any Laws applicable to the Company, such Subsidiaries or any of their respective properties or assets, except

where such non-compliance, default or violation would not reasonably be expected, individually or in the aggregate, to prevent, or materially

impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of the Company to consummate,

the Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date or has not had, and would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2024, none of the Company

and its Subsidiaries has received any written communication from a Governmental Entity that alleges that the Company or any of its Subsidiaries,

as applicable, is not in compliance with any applicable Law, in each case, other than as would not reasonably be expected, individually

or in the aggregate, to prevent, or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect

the ability of the Company to consummate, the Transactions, including the Merger, on a timely basis, and in any event, prior to the End

Date, or has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)            The

Company and each of its Subsidiaries is, and at all times since January 1, 2024 has been, in possession of all Permits necessary

for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their respective businesses

as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits

has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or would

not reasonably be expected, individually or in the aggregate, to prevent, or materially impair, interfere with, hinder or delay the consummation

of, or materially adversely affect the ability of the Company to consummate, the Transactions, including the Merger, on a timely basis,

and in any event, prior to the End Date. Except as has not had, and would not reasonably be expected to have, individually or in the

aggregate, a Company Material Adverse Effect, or would not reasonably be expected, individually or in the aggregate, to prevent, or materially

impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of the Company to consummate,

the Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date: (i) all Company Permits are

in full force and effect; (ii) since January 1, 2024, the Company and each of its Subsidiaries have been in compliance with

the terms of all Company Permits; and (iii) there is, and since January 1, 2024 has been, no Proceeding pending or, to the

Knowledge of the Company, threatened in writing asserting any violation of any Company Permit or seeking the revocation, cancellation,

suspension, limitation or adverse modification of any Company Permit.

4.10            Compensation;

Benefits.

(a)            Set

forth on Schedule 4.10(a) of the Company Disclosure Letter is a list, as of the date hereof, of all of the material Employee

Benefit Plans sponsored, maintained, or contributed to by the Company or any of its Subsidiaries (the “Company Plans”).

True, correct and complete copies of each of the Company Plans have been furnished or made available to Parent or its Representatives.

(b)            Each

Company Plan has been maintained in compliance with all applicable Laws, except where the failure to so comply has not had, and would

not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

of the date of this Agreement, there are no actions, suits, claims or other Proceedings pending (other than routine claims for benefits)

or, to the Knowledge of the Company, threatened against, or with respect to, any of the Company Plans, except for such pending actions,

suits, claims or other Proceedings that have not had, and would not reasonably be expected to have, individually or in the aggregate,

a Company Material Adverse Effect.

(d)            All

contributions required to be made to the Company Plans pursuant to their terms have been timely made, except where the failure to so

comply has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(e)            None

of the Company or any of its Subsidiaries contributes to or has an obligation to contribute to or could reasonably be expected to have

any liability with respect to, and no Company Plan is, (i) a plan subject to Title IV of ERISA (including a multiemployer plan within

the meaning of Section 3(37) of ERISA), Section 302 of ERISA or Section 412 of the Code, (ii) a “multiple employer

welfare arrangement” as defined in Section 3(40)(A) of ERISA, (iii) a “multiple employer plan” as described

in Section 210 of ERISA, or (iv) a voluntary employee benefit association (as defined in Section 501(a)(9) of the

Code).

(f)            The

execution and performance of this Agreement, either alone or in connection with any event, will not (i) result in any payment (whether

of severance pay or otherwise) becoming due to any employee or individual independent contractor of the Company or its Subsidiaries,

(ii) increase the amount of compensation or benefits due to any employee or individual independent contractor of the Company or

its Subsidiaries, or (iii) accelerate the time of payment or vesting or increase the amount of compensation due to any employee

or individual independent contractor of the Company or its Subsidiaries.

(g)            None

of the Company nor its Subsidiaries are a party to any Contract or arrangement providing for payments or benefits that could subject

any Person to liability for Tax under Section 4999 of the Code or could be non-deductible pursuant to Section 280G of the Code

as a result of the Transactions.

4.11           Labor

Matters. Neither the Company nor any Subsidiary of the Company is a party to, or bound by, any collective bargaining agreement or

other Contract with a labor union or labor organization. Neither the Company nor any Subsidiary of the Company is subject to a material

labor dispute, strike or work stoppage. There are no organizational efforts with respect to the formation of a collective bargaining

unit presently being made or, to the Knowledge of the Company, threatened involving employees of the Company or any Subsidiary of the

Company. The Company and its Subsidiaries have no duty to bargain with any labor union or labor organization. Except as has not had,

and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each

Subsidiary of the Company are, and have been since January 1, 2024, in compliance with all applicable Employment Laws.

4.12           Taxes.

(a)            The

Company and each of its Subsidiaries has (i) duly and timely filed (or caused to have been filed) with the appropriate Taxing Authority

all U.S. federal income and other material Tax Returns required to be filed by them, taking into account any extensions of time within

which to file such Tax Returns, and all such Tax Returns were correct and complete in all material respects, subject in each case to

such exceptions as have not resulted in a Company Material Adverse Effect and (ii) duly and timely paid in full (or caused to have

been duly and timely paid in full), or made adequate provisions for, all U.S. federal income and other material Taxes required to be

paid by them.

(b)            The

Company: (i) for its taxable years commencing with the Company’s taxable year that ended on December 31, 2009, and through

and including its taxable year ended December 31, 2024, has been subject to taxation as a REIT and has satisfied all requirements

to qualify as a REIT in such years; (ii) has operated since January 1, 2025, until the date hereof in a manner consistent with

the requirements for qualification and taxation as a REIT; (iii) intends to continue to operate in such a manner as to qualify as

a REIT for its taxable year that will end with the Merger; (iv) has not, to the Knowledge of the Company, taken or omitted to take

any action that would reasonably be expected to result in the Company’s failure to qualify as a REIT; and (v) has not received

written notice of any challenge by the IRS or any other Governmental Entity regarding such Company’s qualification to be taxed

as a REIT.

of the Company’s Subsidiaries has been since the later of its acquisition or formation and continues to be treated for U.S. federal

and state income tax purposes as (i) a partnership (or a disregarded entity) and not as a corporation or an association or publicly

traded partnership taxable as a corporation, (ii) a Qualified REIT Subsidiary or (iii) a Taxable REIT Subsidiary.

(d)            Neither

the Company nor any of its Subsidiaries holds any asset the disposition of which would be subject to Section 337(d) or Section 1374

of the Code or the regulations thereunder, nor has the Company or any of its Subsidiaries disposed of any such asset during its current

taxable year.

(e)            (i) There

are no audits, examinations, investigations or other proceedings by any Taxing Authority pending or, to the Knowledge of the Company,

threatened with regard to any material Taxes or Tax Returns of the Company or any of its Subsidiaries; (ii) no material deficiency

for Taxes of the Company or any of its Subsidiaries has been claimed, proposed, assessed or, to the Knowledge of the Company, threatened

in writing, by any Taxing Authority, which deficiency has not yet been settled except for such deficiencies which are being contested

in good faith or with respect to which the failure to pay has not had, and would not reasonably be expected to have, individually or

in the aggregate, a Company Material Adverse Effect; (iii) neither the Company nor any of its Subsidiaries has waived any statute

of limitations with respect to the assessment or collection of material Taxes or agreed to any extension of time with respect to any

material Tax assessment or deficiency for any open tax year; (iv) neither the Company nor any of its Subsidiaries is currently the

beneficiary of any extension of time within which to file any material Tax Return; and (v) neither the Company nor any of its Subsidiaries

has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision

of state, local or foreign income Tax Law).

(f)            Since

the Company’s formation, (i) neither the Company nor any of its Subsidiaries has incurred any liability for Taxes under Sections

857(b), 857(f), 860(c) or 4981 of the Code which have not been previously paid. No event has occurred, and, to the Knowledge of

the Company, no condition or circumstance exists, which presents a material risk that any material amount of Tax described in the previous

sentence will be imposed upon the Company or any of its Subsidiaries.

(g)            The

Company and its Subsidiaries have complied, in all material respects, with all applicable Laws relating to the payment and withholding

of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471, 3102 and 3402 of the Code or similar provisions

under any state and foreign Laws) and have duly and timely withheld and, in each case, have paid over to the appropriate Taxing Authority

all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws.

(h)            There

are no material Tax Liens upon any property or assets of the Company or any of its Subsidiaries except for Permitted Liens for Taxes

described in clause (a) of the definition of “Permitted Liens”.

(i)             Neither

the Company nor any of its Subsidiaries has requested, has received or is subject to any written ruling of a Taxing Authority (other

than the private letter ruling, a complete copy of which has been provided to Parent) or has entered into any written agreement with

a Taxing Authority with respect to any Taxes.

(j)             Neither

the Company nor any of its Subsidiaries is a party to any Tax allocation or sharing agreements or similar arrangements, and after the

Closing Date neither the Company nor any of its Subsidiaries shall be bound by any such Tax allocation agreements or similar arrangements

or have any liability thereunder for amounts due in respect of periods prior to the Closing Date, in each case, other than customary

provisions of commercial contracts not primarily relating to Taxes and any agreements or arrangements solely between or among the Company

and any of its Subsidiaries.

(k)            Except

for RoundPoint Mortgage Servicing, LLC (f/k/a RoundPoint Mortgage Servicing Corporation) for tax years prior to 2018, neither the Company

nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return or

(ii) has any liability for the Taxes of any Person (other than any Subsidiary of the Company) under Treasury Regulation Section 1.1502-6

(or any similar provision of state, local or foreign Tax Law), as a transferee or successor, or otherwise.

(l)            Neither

the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulation

Section 1.6011-4(b)(2).

(m)           Neither

the Company nor any of its Subsidiaries (other than Taxable REIT Subsidiaries) has or has had any earnings and profits at the close of

any taxable year attributable to any non-REIT year within the meaning of Section 857 of the Code.

(n)            Neither

the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation”

(within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under

Section 355 or Section 361(a) of the Code in the two years prior to the date of this Agreement.

(o)            No

written power of attorney that has been granted by the Company or any of its Subsidiaries (other than to the Company or any of its Subsidiaries)

is currently in force with respect to any matter relating to Taxes.

(p)            No

written claim has been made by any Taxing Authority in any jurisdiction where the Company or any of its Subsidiaries does not file a

particular type of Tax Return or pay a particular type of Tax (or where no such Tax Return is filed or such Tax is not paid with respect

to the operations of the Company or any of its Subsidiaries) asserting that the Company or any of its Subsidiaries is, or that the operations

of the Company or any of its Subsidiaries are, or may be, subject to taxation by, or a Tax Return filing requirement in, such jurisdiction.

(q)            The

Company has not engaged, directly or indirectly, in any transaction that would constitute a “prohibited transaction” within

the meaning of Section 857(b) of the Code or any transaction that would give rise to “redetermined rents,” “redetermined

deductions” or “excess interest” described in Section 857(b)(7) of the Code for which related taxes have

not been previously paid.

4.13          Litigation.

Except for such matters as would not reasonably be expected, individually or in the aggregate, to prevent, or materially impair, interfere

with, hinder or delay the consummation of, or materially adversely affect the ability of the Company to consummate, the Transactions,

including the Merger, on a timely basis, and in any event, prior to the End Date, or has not had, and would not reasonably be expected

to have, individually or in the aggregate, a Company Material Adverse Effect, there is, and since January 1, 2024, there has been,

no: (a) Proceeding pending, or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries

or any of their respective properties, rights or assets, or any officer or director of the Company or any of its Subsidiaries acting

in his or her capacity as such; or (b) Governmental Order outstanding or unsatisfied judgment, penalty or award against the Company

or any of its Subsidiaries or any of their respective properties, rights or assets, or any officer or director of the Company or any

of its Subsidiaries acting in his or her capacity as such.

4.14          Intellectual

Property.

(a)            Except

as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the

Company or the applicable Subsidiary of the Company is the sole and exclusive owner or is duly licensed or otherwise possesses valid

rights to use all Intellectual Property used in the conduct of the business of the Company and its Subsidiaries as it is currently conducted,

free and clear of any Liens, except for the Permitted Liens; (ii) to the Knowledge of the Company, the conduct of the business of

the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate, and since January 1, 2024 has not infringed,

misappropriated or otherwise violated, the Intellectual Property rights of any Person; (iii) there are no Proceedings pending or,

to the Knowledge of the Company, threatened claims in writing with respect to any of the Intellectual Property rights owned, or purported

to be owned, by the Company or any Subsidiary of the Company (“Company Owned Intellectual Property”); (iv) to

the Knowledge of the Company, no Person is currently infringing, misappropriating or otherwise violating any Company Owned Intellectual

Property; (v) the Company and its Subsidiaries have taken reasonable measures to protect the confidentiality of all trade secrets

used in the business of each of the Company and its Subsidiaries as presently conducted; and (vi) neither the Company nor any of

its Subsidiaries has received any written notice from any prior or current employee, officer, consultant or contractor of the Company

or its Subsidiaries that asserts any ownership in any Company Owned Intellectual Property.

(b)            Except

as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the

Company and its Subsidiaries: (i) have not distributed, licensed or otherwise used Open Source Software in a manner that: (A) requires

any Software owned or purported to be owned by the Company or any of its Subsidiaries to (1) be disclosed or distributed in source

code form or (2) be delivered at no charge or otherwise dedicated to the public; (B) includes granting licensees any immunities

under, or the right to make derivative works or other modifications of, Company Owned Intellectual Property; or (C) prohibits or

limits the receipt of consideration by the Company and its Subsidiaries in connection with the licensing, sublicensing or distribution

of any such Software; and (ii) have not entered into any source code escrow or agreement to escrow, and have not agreed to enter

into an agreement to escrow, any such Software.

as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the

Company’s IT Assets operate and perform as required by the Company and its Subsidiaries; (ii) there have been no unremediated

malfunctions or failures since January 1, 2024 with respect to the Company’s IT Assets; (iii) the Company and its Subsidiaries

have in place commercially reasonable policies and procedures to protect the security and integrity of the Company’s IT Assets

controlled by the Company and its Subsidiaries; (iv) with respect to any of the Company’s IT Assets controlled by a third

Person, the Company and its Subsidiaries have, since January 1, 2024, required such Persons to implement and maintain commercially

reasonable policies and procedures to protect the security and integrity of such IT Assets; and (v) the Company and its Subsidiaries

have implemented commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures,

as well as a commercially reasonable business continuity plan, in each case substantially consistent with customary industry practices.

Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

there has been no security breach or other unauthorized access to the Company’s IT Assets controlled by the Company and its Subsidiaries

or, to the Knowledge of the Company, any of the Company’s IT Assets controlled by any third Person, that has resulted in the unauthorized

access, use, disclosure, deletion, destruction, modification, corruption, or encryption of any information or data contained therein.

4.15           Real

Property.

(a)            Neither

the Company nor any Subsidiary of the Company owns any real property.

(b)            Except

as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each

lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy

any real property at which the operations of the Company and its Subsidiaries are conducted as of the date hereof (the “Company

Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions. Except as

has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company

and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of

the lease, sublease or other agreement applicable thereto, the Company Leased Real Property, free and clear of all Liens, except for

the Permitted Liens.

4.16           Material

Contracts.

(a)            Schedule

4.16 of the Company Disclosure Letter, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true

and complete list, as of the date of this Agreement, of each Contract (excluding Employee Benefit Plans) described below in this Section 4.16(a) to

which the Company or any Subsidiary of the Company is a party or by which it is bound, in each case as of the date of this Agreement

(such Contracts being referred to herein as the “Company Material Contracts”):

(i)           other

than Contracts providing for the acquisition, purchase, sale or divestiture of Company Portfolio Securities, whole loans or mortgage

servicing rights entered into by the Company or any Subsidiary of the Company in the ordinary course of business, each Contract that

involves a pending merger, business combination, acquisition, purchase, sale or divestiture that requires the Company or any of its Subsidiaries

to dispose of or acquire assets or properties with a fair market value in excess of $10,000,000;

(ii)           each

Contract relating to indebtedness of the Company outstanding as of the date hereof for borrowed money (or commitments or guarantees in

respect thereof) or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $25,000,000,

other than agreements solely among the Company and its Subsidiaries;

(iii)          each

Contract containing any non-compete, exclusivity or similar type of provision that materially restricts the ability of the Company or

any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete in any line of business or with any Person

or geographic area, excluding any Contracts entered into in the ordinary course of business that restrict the Company or any of its Subsidiaries

from soliciting, marketing to, or otherwise contacting borrowers pursuant to agreements for the sale and purchase of Mortgage Loans and

mortgage servicing rights and agreements to service or subservice Mortgage Loans;

(iv)          each

material partnership, joint venture or strategic alliance agreement (other than any such agreement solely between or among the Company

and its wholly owned Subsidiaries);

(v)           each

Contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other

than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries, or any of their respective “associates”

or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on

the other hand;

(vi)          each

Company Servicing Agreement and each Company Subservicing Agreement with a third party customer for the servicing or subservicing of

Mortgage Loans with an aggregate unpaid principal balance of $1,000,000,000 (with “customer” to be determined by aggregating

all affiliated entities and all securitizations, trusts or other investment vehicles sponsored, advised or managed by such customer or

its affiliates);

(vii)         any

Contract that grants (A) rights of first refusal, rights of first negotiation or similar rights, or (B) puts, calls or similar

rights, to any Person (other than the Company or a wholly owned Subsidiary of the Company) with respect to any asset or property that

is material to the Company or any of its Subsidiaries;

(viii)        any

Contract that was entered into to settle any material Proceeding and which imposes material ongoing obligations on the Company or any

of its Subsidiaries after the Closing;

(ix)           any

confidentiality agreement or standstill agreement entered into with any third party (or any agent thereof), other than in connection

with, or in contemplation of, the Transactions, containing any exclusivity or standstill provisions that are or will be binding on the

Company or any of its Subsidiaries (including, after the Closing, Parent and its Subsidiaries);

(x)            any

Contract with the 10 largest vendors, service providers and other suppliers (including independent contractors) of the Company and its

Subsidiaries on a consolidated basis (as measured by amounts paid or payable by the Company and its Subsidiaries on a consolidated basis

during the fiscal year ended December 31, 2024), excluding legal, accounting and Tax service providers;

(xi)           each

Company Related Party Agreement; and

(xii)          each

“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise

described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company.

(b)            Except

as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each

Company Material Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries

that is a party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, subject, as

to enforceability, to the Enforceability Exceptions. Except as has not had, and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect, or would not reasonably be expected, individually or in the aggregate, to prevent,

or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of the Company

to consummate, the Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date: (i) neither the

Company nor any of its Subsidiaries is in breach or default under any Company Material Contract nor, to the Knowledge of the Company,

is any other party to any such Company Material Contract in breach or default thereunder; (ii) no event has occurred that (without

or without notice or lapse of time, or both) would constitute a violation or breach of, or default under any Company Material Contract;

and (iii) neither the Company nor any of its Subsidiaries has received written notice of the intention of any counterparty to a

Company Material Contract to cancel, terminate, materially change the scope of rights under or fail to renew any Company Material Contract.

4.17           Mortgage

Business.

(a)            Except

as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) since

January 1, 2024 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice

or, to the Knowledge of the Company, any other communication from any Governmental Entity alleging any breach of any Governmental Authorization

necessary for the ownership and operation of their businesses, (ii) since January 1, 2024, neither the Company nor any of its

Subsidiaries has received written notice or, to the Knowledge of the Company, any other communication from any Governmental Entity regarding

any actual or threatened involuntary revocation, withdrawal, suspension, cancellation or termination of any such Governmental Authorization

and (iii) to the Knowledge of the Company, no event has occurred and is continuing which would be grounds for revocation, withdrawal,

suspension, cancellation, or termination of any such Governmental Authorization.

(b)            Other

than TH MSR Holdings LLC (“TH MSR”) and RoundPoint Mortgage Servicing LLC (“RoundPoint”), no Subsidiary

of the Company is required to be licensed or registered with any Governmental Entity as an originator, owner, broker or servicer of Mortgage

Loans. TH MSR and RoundPoint hold all Governmental Authorizations to act as an originator, owner, broker or servicer of Mortgage Loans

to the extent required to carry on their businesses as they are now being conducted, except where the failure to have any such Governmental

Authorizations has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse

Effect or would not reasonably be expected, individually or in the aggregate, to prevent, or materially impair, interfere with, hinder

or delay the consummation of, or materially adversely affect the ability of the Company to consummate, the Transactions, including the

Merger, on a timely basis, and in any event, prior to the End Date.

MSR and RoundPoint (i) are each approved and in good standing, to the extent applicable to their respective businesses, as an issuer

of the Government National Mortgage Association, as a seller/servicer or servicer of the Federal National Mortgage Association and the

Federal Home Loan Mortgage Corporation, and as a lender of the Federal Housing Administration and the United States Department of Veterans

Affairs, and (ii) have not received any written or, to the Knowledge of the Company, any oral or other notice of any actual or threatened

cancellation or suspension of, or material limitation on, its status as an approved issuer, seller/servicer or lender, as applicable,

from any of the foregoing Governmental Entities, and to the Knowledge of the Company, no event has occurred and is continuing that would

reasonably be expected to result in such cancellation, suspension or material limitation in connection with its activities as a mortgage

loan originator.

(d)            Except

as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the

Company and its Subsidiaries are, and since January 1, 2024 have been, in compliance with the Company’s and its Subsidiaries’

servicing or, as applicable, subservicing or master servicing, obligations under all Applicable Requirements, and (ii) through the

date of this Agreement, neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, oral

or other notice of any pending or threatened cancellation or termination of any Company Servicing Agreement or Company Subservicing Agreement.

(e)            Except

as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each

Company Originated Mortgage Loan was underwritten, originated, funded and delivered in accordance with all Applicable Requirements in

effect at the time such Company Originated Mortgage Loan was underwritten, originated, funded or delivered, as applicable, and (ii) no

Company Originated Mortgage Loan is subject to any defect or condition arising from a breach of Applicable Requirements that would allow

an investor or Governmental Entity to increase the loss level for such Company Originated Mortgage Loan, seek putback, repurchase or

indemnification or seek other recourse or remedies against the Company or any of its Subsidiaries.

(f)             Except

as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect,

(i) there has been no servicer default, servicer termination event, or other default or breach by the Company or any of its Subsidiaries

under any Company Servicing Agreement or any Company Subservicing Agreement and (ii) no event, condition, or omission has occurred

or exists that with or without the passage of time or the giving of notice or both would: (A) constitute a default or breach by

the Company or such Subsidiary under any such Company Servicing Agreement or Company Subservicing Agreement; or (B) permit termination

of any such Company Servicing Agreement by a Governmental Entity or any such Company Subservicing Agreement by a third party without

the consent of the Company or such Subsidiary.

(g)            From

January 1, 2024 until the date of this Agreement, there have not been any material findings in any exams or audits of the Company

or its Subsidiaries conducted by any Governmental Entity that were not capable of being remedied or which otherwise materially and adversely

impacted the operations of the business conducted by the Company and its Subsidiaries.

(h)            For

purposes of this Agreement:

(i)            “Applicable

Requirements” means, as of the time of reference, (A) all of the terms of the mortgage note, security instrument and any

other material loan documents relating to each Mortgage Loan, (B) all requirements set forth in the Company Servicing Agreements,

(C) any Governmental Orders applicable to any Mortgage Loan, and (D) all legal obligations to, or Contracts with, any insurer,

investor or Governmental Entity, including any rules, regulations, guidelines, underwriting standards, handbooks and other binding requirements

of any Governmental Entity, as applicable to any Company Originated Mortgage Loan, Company Serviced Mortgage Loan or Company Subserviced

Mortgage Loan.

(ii)           “Company

Originated Mortgage Loan” means any Mortgage Loan originated by the Company or any of its Subsidiaries at any time since January 1,

2024.

(iii)           “Company

Serviced Mortgage Loan” means any Mortgage Loan serviced by the Company or any of its Subsidiaries pursuant to a Company Servicing

Agreement since January 1, 2024.

(iv)          “Company

Servicing Agreement” means any Contract pursuant to which the Company or any of its Subsidiaries is obligated to a Governmental

Entity to service and administer Mortgage Loans.

(v)           “Company

Subserviced Mortgage Loan” means any Mortgage Loan subserviced by the Company or any of its Subsidiaries pursuant to a Company

Subservicing Agreement since January 1, 2024.

(vi)          “Company

Subservicing Agreement” means any Contract pursuant to which the Company or any of its Subsidiaries is obligated to a third

party to subservice and administer Mortgage Loans.

(vii)         “Governmental

Authorization” means any qualifications, permits, approvals, licenses, and registrations issued by or obtained from a Governmental

Entity required for the Company or its Subsidiaries to act as an originator, owner, broker or servicer of Mortgage Loans to the extent

required to carry on their businesses as they are now being conducted.

(viii)        “Mortgage

Loan” means any mortgage loan, whether in the form of a mortgage, deed of trust, or other equivalent security instrument that

was obtained for consumer, household or family purposes, including forward and reverse mortgage loans.

(ix)           “Mortgage

Servicing Rights” means (A) all rights to administer and service a Mortgage Loan, (B) all rights to receive fees

and income, including any servicing fees, with respect to a Mortgage Loan, (C) the right to collect, hold and disburse escrow payments

or other payments with respect to a Mortgage Loan and any amounts collected with respect thereto and to receive interest income on such

amounts to the extent permitted by applicable Laws or Contract, (D) all accounts and other rights to payment related to any of the

property described in this definition, (E) possession and use of any and all credit and servicing files pertaining to a Mortgage

Loan, and (F) all rights, powers and privileges incident to any of the foregoing, in each case, pursuant to a Company Servicing

Agreement.

4.18           Insurance.

Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

as of the date hereof, (a) all current insurance policies of the Company and its Subsidiaries (collectively, the “Material

Company Insurance Policies”) are in full force and effect and (b) all premiums payable under the Material Company Insurance

Policies prior to the date of this Agreement have been duly paid to date. As of the date of this Agreement, no written notice of cancellation

or termination has been received with respect to any Material Company Insurance Policy.

4.19           Opinion

of Financial Advisor. The Company Board has received an opinion from Houlihan Lokey Capital Inc. addressed to the Company Board to

the effect that, based upon and subject to the limitations, qualifications and assumptions set forth therein, as of the date of the opinion,

the Merger Consideration to be received by the holders of Company Common Stock provided for in the Merger pursuant to this Agreement

is fair, from a financial point of view, to the holders of Company Common Stock.

4.20           Brokers.

Except for the fees and expenses payable to Houlihan Lokey Capital Inc., no broker, investment banker or other Person is entitled to

any broker’s, finder’s or other similar fee or commission in connection with the Transactions based upon arrangements made

by or on behalf of the Company or any of its Subsidiaries.

4.21          State

Takeover Statute. The Company Board has taken all action necessary, if any, to render inapplicable to the Merger the restrictions

on business combinations contained in Section 3-602 of the MGCL, the restrictions on control share acquisitions contained in Subtitle

7 of Title 3 of the MGCL, and to the extent applicable to the Company, any other Takeover Law.

4.22          Investment

Company Act. Neither the Company nor any of its Subsidiaries is required to be registered as an investment company under the Investment

Company Act.

4.23          Related

Party Transactions. As of the date of this Agreement, other than any Employee Benefit Plan of the Company and except as set forth

in the Company SEC Documents, there are no transactions or series of related transactions, Contracts, or arrangements between the Company

or any of its Subsidiaries, on the one hand, and any Affiliate (other than the Subsidiaries of the Company) of the Company or other Persons,

on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC that have not been

so reported (each, a “Company Related Party Agreement”).

4.24          No

Additional Representations.

(a)            Except

for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express

or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets,

liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims

any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other

Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives

with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any

of its Subsidiaries or their respective businesses; or (ii) except for the representations and warranties made by the Company in

this Article IV, any oral or written information presented to Parent or Merger Sub or any of their respective Affiliates

or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course

of the Transactions.

(b)           Notwithstanding

anything contained in this Agreement to the contrary, the Company acknowledges and agrees that none of Parent, Merger Sub or any other

Person has made or is making, and the Company expressly disclaims reliance upon, any representations, warranties or statements relating

to Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by Parent and Merger

Sub in Article V, the Parent Disclosure Letter or in any other document or certificate delivered by Parent or Merger Sub

in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding

Parent furnished or made available to the Company, or any of its Representatives. Without limiting the generality of the foregoing, the

Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or

prospect information that may have been made available to the Company or any of its Representatives (including in certain “data

rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with,

the Merger or the other Transactions).

ARTICLE V

REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB

Except as set forth in the

disclosure letter dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company immediately prior to the

execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent

and warrant to the Company as follows:

5.1            Organization,

Standing and Power.

(a)            Parent

and its Subsidiaries (including Merger Sub) each is a legal entity duly organized, validly existing and, where relevant, in good standing

under the Laws of its jurisdiction of organization, with all requisite entity power and authority to own, lease and, to the extent applicable,

operate its properties and to carry on its business as now being conducted, other than where the failure to be so organized, validly

existing, in good standing or to have such power or authority has not had, and would not reasonably be expected to have, individually

or in the aggregate, a Parent Material Adverse Effect, or would not reasonably be expected, individually or in the aggregate, to prevent,

or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of Parent to consummate,

the Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date.

(b)            Each

of Parent and its Subsidiaries is duly qualified or licensed to do business and, where relevant, is in good standing in each jurisdiction

where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, other than

where the failure to be so qualified, licensed or in good standing has not had, and would not reasonably be expected to have, individually

or in the aggregate, a Parent Material Adverse Effect or would not reasonably be expected, individually or in the aggregate, to prevent,

or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of Parent to consummate,

the Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date. Parent and Merger Sub each has heretofore

made available to the Company complete and correct copies of its Organizational Documents, as in effect as of the date hereof.

5.2            Authority;

No Violations; Approvals.

(a)            Each

of Parent and Merger Sub has all requisite corporate or other entity power and authority to execute and deliver this Agreement, to perform

its obligations hereunder and to consummate the Transactions, including the Merger. The execution and delivery of this Agreement by Parent

and Merger Sub and the consummation by Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been

duly authorized by all necessary corporate or other entity action on the part of each of Parent and Merger Sub, subject, with respect

to consummation of the Merger, to the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department. This

Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement

by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub

in accordance with its terms, subject, as to enforceability, to the Enforceability Exceptions. The Parent Managing Member has (i) determined

that this Agreement and the Transactions are fair to, and in the best interests of, Parent and its members, and (ii) approved and

declared advisable this Agreement and the execution, delivery and performance hereof, and the Transactions. Parent, in its capacity as

the sole stockholder of Merger Sub, has executed a written consent pursuant to which it has adopted and approved this Agreement and the

Transactions, including the Merger. No vote of the holders of any class or series of Equity Securities of Parent or its Affiliates, other

than Merger Sub, is necessary to adopt and approve this Agreement and the Transactions, including the Merger.

(b)            The

execution and delivery of this Agreement does not, and the performance by Parent of its covenants hereunder and the consummation of the

Transactions will not (with or without notice or lapse of time, or both) (i) contravene, conflict with or result in a violation

of any provision of the Organizational Documents of either Parent or Merger Sub, (ii) result in a violation of, or default under,

or acceleration of any obligation or the loss of a benefit under, require notice or consent under or result in the creation of any Liens

upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Material Contract or Parent

Permit, or (iii) assuming the Consents referred to in Section 5.3 are duly and timely obtained or made, contravene,

conflict with or result in a violation of any Law applicable to Parent or any of its Subsidiaries or any of their respective properties

or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults,

acceleration, losses, or Liens that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent

Material Adverse Effect.

5.3            Consents.

No Consent from, or filing with or notification to, any Governmental Entity, is required to be obtained or made by Parent or any of its

Affiliates in connection with the execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent of its

covenants hereunder or the consummation by Parent and Merger Sub of the Transactions, except for: (a) the filing with the SEC of

such reports under the Exchange Act and the Securities Act, and such other compliance with the Exchange Act and the Securities Act and

the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (b) the filing

of the Articles of Merger and any other required filings with, and the acceptance for record by, the Maryland Department pursuant to

the MGCL; (c) filings as may be required under the rules and regulations of the NYSE; (d) such filings and approvals as

may be required by any applicable state securities or “blue sky” Laws or Takeover Laws; (e) any such Consent or filing

the failure to obtain or make has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material

Adverse Effect, or would not reasonably be expected, individually or in the aggregate, to prevent, or materially impair, interfere with,

hinder or delay the consummation of, or materially adversely affect the ability of Parent to consummate, the Transactions, including

the Merger, on a timely basis, and in any event, prior to the End Date; (f) filings or notifications under any applicable requirements

of the HSR Act and any other applicable Competition/Foreign Investment Law; and (g) the Consents with respect to the Business Permits.

5.4            Funds.

(a)            Parent

has access to, and will and will cause Merger Sub to have access at the Effective Time and at the Closing, available funds in an amount

sufficient to carry out all of Parent’s obligations under this Agreement and to consummate the Transactions, including (i) payment

in cash of the aggregate Merger Consideration on the Closing Date and the aggregate amounts payable to holders of Company Equity Awards

following the Effective Time pursuant to Section 3.2, and (ii) to pay all related fees and expenses required to be paid

by Parent or Merger Sub under this Agreement. Parent confirms that it is not a condition to the Closing or any of its other obligations

under this Agreement that Parent or Merger Sub obtain financing for or in connection with the Transactions.

(b)            In

furtherance of the foregoing, prior to the date of this Agreement, Parent has delivered to the Company true and correct copies of a fully

executed debt commitment letter, dated as of the date of this Agreement (including all exhibits, schedules, annexes and amendments thereto,

the “Debt Commitment Letter”), and the fee letter referred to in the Debt Commitment Letter (the “Debt Financing

Fee Letter”) from the Financing Sources named therein, pursuant to which those Financing Sources have committed, subject only

to the terms and conditions set forth therein, to provide to a Subsidiary of Parent the amount of debt financing as described therein

(the “Financing”), including the Merger. The Debt Commitment Letter and Debt Financing Fee Letter may be redacted

in a customary fashion as to economic terms and other commercially sensitive numbers and provisions specified therein, none of which

could adversely affect the availability, conditionality, enforceability or amount of the Financing contemplated thereby. Parent represents

and warrants that (A) the Financing is intended to be used, among other things, to fund the Transactions, including the Merger,

and (B) the Definitive Debt Agreements to be executed and delivered pursuant to Schedule 6.20(b) of the Parent Disclosure

Letter will permit the use of proceeds thereunder to pay the Required Amounts.

as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Financing Sources to

fund the full amount contemplated by the Debt Commitment Letter and no contingencies that would permit the Financing Sources to reduce

the total amount of the Financing from the amount contemplated by the Debt Commitment Letter, including any condition or other contingency

relating to the amount. There are no side letters, understandings or other agreements, contracts or other arrangements of any kind (other

than the Debt Financing Fee Letter) that could affect the conditions precedent to the availability of the Financing contemplated by the

Debt Commitment Letter at or prior to Closing. As of the date of this Agreement, the Debt Commitment Letter has been duly executed and

delivered by, and is a legal, valid and binding obligation of Parent or a Subsidiary of Parent and, to the Knowledge of Parent, the other

party thereto (except as such enforcement may be subject to bankruptcy and other similar Law and by general equitable principles). As

of the date of this Agreement, the Debt Commitment Letter is in full force and effect against Parent and, to the Knowledge of Parent,

against each other party thereto and, as of the date of this Agreement, has not been withdrawn, rescinded, terminated or otherwise amended

or modified, and, assuming the satisfaction of the conditions set forth in Article VII, no such withdrawal, rescission, termination,

amendment or modification is currently contemplated. All commitment and other fees required to be paid under the Debt Commitment Letter

and Debt Financing Fee Letter on or before the date of this Agreement have been fully paid, and Parent will pay in full any amounts due

on or before the Closing Date. The aggregate proceeds of the Financing (including any Alternate Financing), when funded in accordance

with, and subject to, the terms and conditions of the Debt Commitment Letter (including the Definitive Debt Agreements to be executed

pursuant thereto) together with any other immediately available sources available to Parent, will be sufficient to enable Parent and

Merger Sub to pay in cash the Required Amounts. In no event shall receipt by, or the availability of any funds or financing (including

the Financing) to, the Parent, Merger Sub or any of their Affiliates be or be deemed, construed or alleged to be a condition precedent

to any obligations of Parent and Merger Sub under this Agreement.

5.5            Information

Supplied. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Proxy Statement

shall, at the date it is first mailed to the Company Stockholders, and at the time of the Company Stockholders Meeting, contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they are made, not misleading.

5.6            Compliance

with Applicable Law; Parent Permits.

(a)            Parent

and each of its Subsidiaries is, and at all times since January 1, 2024 has been, in compliance with, and not in default under or

in violation of, any Laws applicable to Parent, such Subsidiaries or any of their respective properties or assets, except where such

non-compliance, default or violation would not reasonably be expected, individually or in the aggregate, to prevent, or materially impair,

interfere with, hinder or delay the consummation of, or materially adversely affect the ability of Parent to consummate, the Transactions,

including the Merger, on a timely basis, and in any event, prior to the End Date, or has not had, and would not reasonably be expected

to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2024, none of Parent and its Subsidiaries

has received any written communication from a Governmental Entity that alleges that Parent or any of its Subsidiaries, as applicable,

is not in compliance with any applicable Law, in each case, other than as would not reasonably be expected, individually or in the aggregate,

to prevent, or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of

Parent to consummate, the Transactions, including the Merger, on a timely basis, and in any event, prior to the End Date, or has not

had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b)            Parent

and each of its Subsidiaries is, and at all times since January 1, 2024 has been, in possession of all Permits necessary for Parent

and its Subsidiaries to own, lease and operate their properties and assets and to carry on their respective businesses as they are now

being conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had, and

would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, or would not reasonably

be expected, individually or in the aggregate, to prevent, or materially impair, interfere with, hinder or delay the consummation of,

or materially adversely affect the ability of Parent to consummate, the Transactions, including the Merger, on a timely basis, and in

any event, prior to the End Date. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate,

a Parent Material Adverse Effect, or would not reasonably be expected, individually or in the aggregate, to prevent, or materially impair,

interfere with, hinder or delay the consummation of, or materially adversely affect the ability of Parent to consummate, the Transactions,

including the Merger, on a timely basis, and in any event, prior to the End Date, (i) all Parent Permits are in full force and effect,

(ii) since January 1, 2024, Parent and each of its Subsidiaries have been in compliance with the terms of all Parent Permits,

and (iii) there is, and since January 1, 2024 has been, no Proceeding pending or, to the Knowledge of Parent, threatened in

writing asserting any violation of any Parent Permit or seeking the revocation, cancellation, suspension, limitation or adverse modification

of any Parent Permit.

5.7            Litigation.

Except for such matters as would not reasonably be expected, individually or in the aggregate, to prevent, or materially impair, interfere

with, hinder or delay the consummation of, or materially adversely affect the ability of Parent to consummate, the Transactions, including

the Merger, on a timely basis, and in any event, prior to the End Date, or has not had, and would not reasonably be expected to have,

individually or in the aggregate, a Parent Material Adverse Effect, there is no (a) Proceeding pending, or, to the Knowledge of

Parent, threatened against Parent or any of its Subsidiaries or any of their respective properties, rights or assets, or any officer

or director of Parent or any of its Subsidiaries acting in his or her capacity as such, or (b) Governmental Order outstanding or

unsatisfied judgment, penalty or award against Parent or any of its Subsidiaries or any of their respective properties, rights or assets,

or any officer or director of Parent or any of its Subsidiaries acting in his or her capacity as such.

5.8            Brokers.

Except for the fees and expenses payable to Goldman Sachs & Co., no broker, investment banker or other Person is entitled to

any broker’s, finder’s or other similar fee or commission in connection with the Transactions based upon arrangements made

by or on behalf of Parent or any of its Subsidiaries.

5.9            Ownership

of Company Capital Stock. Neither Parent nor any Subsidiary of Parent nor any of their respective affiliates or associates (as each

is defined in Rule 12b-2 of the Exchange Act) beneficially owns, directly or indirectly, or has the right to acquire (whether such

right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon

the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or the right to vote pursuant to any agreement,

arrangement or understanding, any shares of Company Common Stock, Company Preferred Stock or other securities convertible into, exchangeable

for or exercisable for shares of Company Common Stock, Company Preferred Stock or any securities of any Subsidiary of the Company and

neither Parent nor any of its Subsidiaries has any rights to acquire any shares of Company Common Stock or Company Preferred Stock except

pursuant to this Agreement. Neither Parent nor any of its Subsidiaries is an affiliate or associate (as each is defined in Rule 12b-2

of the Exchange Act) of the Company. Neither Parent nor any of the Subsidiaries of Parent has at any time beneficially owned, or been

an assignee or has otherwise succeeded to the beneficial ownership of, any shares of Company Common Stock or Company Preferred Stock

during the last two years.

5.10           Business

Conduct. Merger Sub was incorporated on March 24, 2026. Since its inception, Merger Sub has not engaged in any activity, other

than such actions in connection with (a) its organization and (b) the preparation, negotiation and execution of this Agreement

and the Transactions. Merger Sub has no operations, has not generated any revenues and has no liabilities other than those incurred in

connection with the foregoing and in association with the Merger as provided in this Agreement.

5.11           Parent

Status. Parent is not a “foreign person” as that term is defined in 31 C.F.R. § 800.224 and the consummation of

the Transactions does not constitute a “covered transaction” pursuant to 31 C.F.R. § 800.213.

5.12           UWM

Termination Fee. Immediately prior to the execution and delivery of this Agreement, the UWM Termination Fee was paid by Parent, on

behalf of the Company, to UWM by wire transfer of immediately available funds in accordance with the UWM Merger Agreement. Parent has

delivered reasonable evidence to the Company concerning the payment of the UWM Termination Fee.

5.13           No

Additional Representations.

(a)            Except

for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied

representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities

or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other

representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or

has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial

projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective businesses;

or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information

presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the

negotiation of this Agreement or in the course of the Transactions.

(b)            Notwithstanding

anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has

made or is making, and each of Parent and Merger Sub expressly disclaims reliance upon, any representations, warranties or statements

relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV,

the Company Disclosure Letter or in any other document or certificate delivered by the Company in connection herewith, including any

implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available

to Parent, or any of its Representatives. Without limiting the generality of the foregoing, Parent acknowledges that no representations

or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made

available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management

presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

ARTICLE VI

COVENANTS AND AGREEMENTS

6.1            Conduct

of Company Business Pending the Merger.

(a)            The

Company agrees that, except as (i) set forth on Schedule 6.1 of the Company Disclosure Letter, (ii) as permitted or

required by this Agreement, (iii) as may be required by applicable Law, or (iv) as otherwise consented to by Parent in writing

(which consent shall not be unreasonably withheld, delayed or conditioned; provided that, if Parent fails to respond to a request

from the Company for consent required pursuant to this Section 6.1 within five Business Days after receipt of such request,

and after a follow-up request is made by the Company, Parent’s approval shall be deemed granted), the Company covenants and agrees

that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, (A) the

Company shall, and shall cause each of its Subsidiaries to (1) use commercially reasonable efforts to conduct its businesses in

all material respects in the ordinary course of business consistent with past practices, and (2) use commercially reasonable efforts

to preserve intact its present business organization, to preserve its existing relationships with its key business relationships, vendors

and counterparties, and to maintain all Governmental Authorizations, and (B) the Company shall maintain its status as a REIT; provided,

however, that no action or omission, as applicable, by the Company or its Subsidiaries with respect to the matters specifically

addressed by any provision of Section 6.1(b) shall be deemed a breach of this sentence unless such action would constitute

a breach of such specific provision of Section 6.1(b).

(b)            Except

(w) as set forth on Schedule 6.1 of the Company Disclosure Letter, (x) as expressly permitted or required by this Agreement,

(y) as may be required by applicable Law, or (z) as otherwise consented to by Parent in writing (which consent shall not be

unreasonably withheld, delayed or conditioned; provided that, if Parent fails to respond to a request from the Company for consent

required pursuant to this Section 6.1 within five Business Days after receipt of such request, and after a follow-up request

is made by the Company, Parent’s approval shall be deemed granted; provided, however, that with respect to clauses

(i), (iii) (with respect to the Company’s Organizational Documents), (vi), (xiii), (xiv),

(xv) (with respect to Company Related Party Agreements) and (xvii) below, Parent may withhold, delay or condition

its consent in its sole discretion), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII,

the Company shall not, and shall not permit any of its Subsidiaries to:

(i)             (A) declare,

set aside or pay any dividends on, or make any other distribution (whether in cash, stock, property or otherwise) in respect of any outstanding

capital stock of, or other equity interests in, the Company or any of its Subsidiaries, except for (1) dividends or other distributions

required by the Organizational Documents of the Company or any of its Subsidiaries; (2) regular quarterly dividends payable in respect

of the Company Common Stock consistent with past practice; (3) regular quarterly dividends payable in respect of the Company Preferred

Stock consistent with past practice and the terms of such Company Preferred Stock; (4) dividends or other distributions to the Company

by any directly or indirectly wholly owned Subsidiary of the Company; or (5) without duplication of the amounts described in clauses

(1) through (4) above, any dividends or other distributions necessary for the Company to maintain its status as

a REIT under the Code and avoid the imposition of corporate level tax under Section 857 of the Code or excise Tax under Section 4981

of the Code (including the Minimum Distribution Dividend); (B) split, combine or reclassify any capital stock of, or other equity

interests in, the Company or any of its Subsidiaries (other than for transactions by a wholly owned Subsidiary of the Company); or (C) purchase,

redeem or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, the

Company, except as required by the terms of any capital stock or equity interest of the Company or any Subsidiary of the Company or as

contemplated by any Employee Benefit Plan of the Company, in each case, existing as of the date hereof (or granted following the date

of this Agreement in accordance with the terms of this Agreement);

(ii)            offer,

issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, or other equity

interests in, the Company or any of its Subsidiaries (for the avoidance of doubt, including pursuant to the Company ATM Program) or any

securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such capital stock or equity interests,

other than: (A) the issuance or delivery of Company Common Stock upon the vesting or lapse of any restrictions on any Company Equity

Awards or other awards granted under the Company Equity Plan and outstanding on the date hereof; and (B) shares of capital stock

issued as a dividend made in accordance with Section 6.1(b)(i);

(iii)           amend

the Company’s Organizational Documents or amend the Organizational Documents of any of the Company’s Subsidiaries;

(iv)           (A) merge,

consolidate, combine or amalgamate with any Person other than another Subsidiary of the Company or (B) acquire or agree to acquire

(including by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, licensing,

or by any other manner), any business or any corporation, partnership, association or other business organization or division thereof,

in each case other than (1) pursuant to an agreement of the Company or any of its Subsidiaries in effect on the date of this Agreement,

(2) transactions between the Company and a wholly owned Subsidiary of the Company or between or among wholly owned Subsidiaries

of the Company, and (3) acquisitions in the ordinary course of business and pursuant to and in accordance with the Company’s

investment guidelines, including the acquisition of any Company Portfolio Securities, whole loans, mortgage servicing rights or other

assets or securities permitted under the Company’s investment guidelines, including derivative securities;

(v)           sell,

lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any material portion of its assets or properties, other

than (A) pursuant to an agreement of the Company or any of its Subsidiaries in effect on the date of this Agreement or (B) sales,

leases, or dispositions of assets or properties made in the ordinary course of business and pursuant to and in accordance with the Company’s

investment guidelines, including the sale, lease, or disposition of any Company Portfolio Securities, whole loans, mortgage servicing

rights or other assets or securities permitted under the Company’s investment guidelines, including derivative securities, but

excluding any bulk sales of Mortgage Servicing Rights;

(vi)          adopt

a plan of complete or partial liquidation or dissolution of the Company or any of its Subsidiaries;

(vii)         change

in any material respect their material accounting principles, practices or methods that would materially affect the consolidated assets,

liabilities or results of operations of the Company and its Subsidiaries, except as required by GAAP or applicable Law;

(viii)        except

(A) if required by Law or (B) if necessary (1) to preserve the Company’s qualification as a REIT under the Code

or (2) to qualify or preserve the status of any Subsidiary of the Company as a disregarded entity or partnership for U.S. federal

income tax purposes or as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856

of the Code, as the case may be, make or change any material Tax election, adopt or change any Tax accounting period or material method

of Tax accounting, file any amended Tax Return if the filing of such amended Tax Return would result in a material increase in the Taxes

payable by the Company or any of its Subsidiaries, settle or compromise any material liability for Taxes or any Tax audit or other proceeding

relating to a material amount of Taxes, enter into any closing or similar agreement with any Tax authority, surrender any right to claim

a material refund of Taxes or, except in the ordinary course of business, agree to any extension or waiver of the statute of limitations

with respect to a material amount of Taxes;

(ix)           (A) grant

any increases in the compensation payable or to become payable to any of its directors, executive officers or key employees making an

annualized base salary of more than $475,000, in excess of 3% in the aggregate, except as required by applicable Law or pursuant to a

Company Plan existing as of the date hereof; (B) enter into any new, or materially amend any existing, material employment or severance

or termination agreement with any director, executive officer or key employee making an annualized base salary of more than $475,000;

or (C) establish any material Employee Benefit Plan which was not in existence or approved by the Company Board prior to the execution

of this Agreement, or amend any such plan or arrangement in existence on the date of this Agreement if such amendment would have the

effect of materially enhancing any benefits thereunder;

(x)            other

than in the ordinary course of business consistent with past practice, make any loans, advances or capital contributions to, or investments

in, any other Person, and except for (A) loans among the Company and its wholly owned Subsidiaries or among the Company’s

wholly owned Subsidiaries, (B) advances for reimbursable employee expenses in the ordinary course of business consistent with past

practice, or (C) loans, extensions of credit or advances made in the ordinary course of business by the Company or its Subsidiaries

in connection with the origination and servicing of Mortgage Loans;

(xi)           other

than the settlement of any Transaction Litigation, which remains subject to Section 6.10, settle or offer or propose to settle,

any Proceeding (excluding any audit, claim or other Proceeding in respect of Taxes), unless (A) the settlement of such Proceeding

involves the payment of monetary damages not in excess of $500,000 individually or $5,000,000 in the aggregate, in each case, without

the imposition of equity relief on, or the admission of wrongdoing by, the Company or its Subsidiaries or (B) such Proceeding relates

to loan-level litigation that is otherwise reimbursable to the Company or its Subsidiaries by the applicable investor;

(xii)          take

any action, or fail to take any action, which action or failure would reasonably be expected to cause the Company to fail to qualify

as a REIT or any of its Subsidiaries to cease to be treated as any of (A) a partnership or disregarded entity for U.S. federal income

tax purposes or (B) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856

of the Code, as the case may be;

(xiii)         other

than in the ordinary course of business, incur, create, assume, refinance, replace or prepay in any material respects the terms of any

indebtedness for borrowed money or any derivative financial instruments or arrangements, or issue or sell any debt securities or calls,

options, warrants or other rights to acquire any debt securities, or assume, guarantee or endorse or otherwise as an accommodation become

responsible for (directly, contingently or otherwise); provided, however, that the foregoing shall not restrict (A) the

incurrence of any indebtedness among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries,

(B) transactions pursuant to the Company’s master repurchase agreements or indebtedness existing as of the date hereof to

finance the purchase price or margin requirements of assets in the ordinary course of the Company’s business or refinance the Company’s

repurchase obligations pursuant to such master repurchase agreements or indebtedness when due, (C) guarantees by the Company of

indebtedness of its Subsidiaries or guarantees by the Company’s Subsidiaries of indebtedness of the Company or any of the Company’s

Subsidiaries, which such indebtedness is incurred in compliance with this subsection (xiii), (D) dollar roll financing transactions

pursuant to the Company’s master securities forward transactions agreements to finance the purchase price of agency “To Be

Announced” agency mortgage-backed securities in the ordinary course of business consistent with past practice, (E) the incurrence

of any indebtedness in connection with repurchase agreements entered into in the ordinary course of business, (F) any derivative

financial instruments or arrangements entered into or incurred by the Company or any of its Subsidiaries in the ordinary course of business

for the purpose of fixing or hedging interest rates, or (G) transactions under whole loan financing arrangements, credit facilities

and agreements and master repurchase agreements, including those collateralized by mortgage servicing rights or servicing advances, entered

into in the ordinary course of business;

(xiv)         enter

into any new material line of business;

(xv)         (A) enter

into any Contract that would be a Company Material Contract, except in the ordinary course of business consistent with past practice,

or (B) modify, amend, terminate or waive or assign any rights under any Company Material Contract in any material respect, except

in the ordinary course of business consistent with past practice; provided, in each case of clause (A) or (B),

any Contract for which Parent’s consent would be required pursuant to a clause under this Section 6.1(b), other than

this clause (xv), shall be governed by such other clause hereof;

(xvi)         make

or agree to make any new capital expenditure or expenditures, other than capital expenditures that are not in excess of $2,500,000 in

the aggregate; or

(xvii)       authorize

or enter into any contract or otherwise make any commitment to do any of the foregoing prohibited by this Section 6.1(b) or

announce any intention to do the same.

Notwithstanding anything

to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company or any of its Subsidiaries from taking

any action, at any time or from time to time, that in the reasonable judgment of the Company, upon advice of counsel, is reasonably necessary

for the Company to (A) maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior

to the Effective Time, (B) avoid incurring entity level income or excise Taxes under the Code or applicable state or local Law,

including making dividend or other distribution payments to the Company Stockholders in accordance with this Agreement or otherwise,

or (C) avoid being required to register as an investment company under the Investment Company Act; provided, that prior to

taking any action under this paragraph, the Company shall provide Parent with reasonable advance written notice of any proposed action

and shall in good faith discuss such proposed action with Parent.

6.2            [Reserved.]

6.3            No

Solicitation by the Company.

(a)            From

and after the date of this Agreement until the Effective Time or if earlier, the termination of this Agreement in accordance with Article VIII

hereof, the Company will, and will cause its Subsidiaries and instruct its Representatives to, immediately (i) cease, and cause

to be terminated, any discussion or negotiations with any Person conducted heretofore by the Company or any of its Subsidiaries or Representatives

with respect to a Company Competing Proposal, (ii) terminate all physical and electronic data room or analogous access previously

granted to any such Person or its Representatives, (iii) request the prompt return or destruction of all non-public information

concerning the Company and its Subsidiaries theretofore furnished to any such Person or its Representatives, and (iv) cease providing

any further information with respect to the Company and its Subsidiaries or any Company Competing Proposal to any such Person or its

Representatives.

(b)            Except

as expressly permitted by this Agreement, at all times from and after the date of this Agreement until the Effective Time or if earlier,

the termination of this Agreement in accordance with Article VIII hereof, the Company will not, and will cause its Subsidiaries

and will instruct its and their Representatives not to, directly or indirectly, (i) initiate, solicit, propose or induce or knowingly

encourage, facilitate or assist any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to the making

of a Company Competing Proposal, (ii) participate or engage in any discussions or negotiations with any Person with respect to any

inquiry, proposal or offer that constitutes or could reasonably be expected to lead to the making of a Company Competing Proposal, (iii) furnish

any non-public information regarding the Company or its Subsidiaries, or access to the business, properties, assets, books or records

or any personnel of the Company or its Subsidiaries, to any Person in connection with, or that could reasonably be expected to encourage

any Person to make, or result in the making, submission or announcement of, a Company Competing Proposal, (iv) enter or agree to

enter into any letter of intent or agreement in principle, or other agreement or understanding contemplating or providing for a Company

Competing Proposal (other than an Acceptable Confidentiality Agreement as provided in Section 6.3(d)(ii)) or (v) (A) withdraw,

change, modify or qualify, or propose publicly to withdraw, change, modify or qualify, in a manner that could be adverse to Parent or

Merger Sub, the Company Board Recommendation, (B) fail to include the Company Board Recommendation in the Proxy Statement in accordance

with Section 6.4, (C) approve or adopt, or publicly recommend the approval or adoption of, or publicly propose or announce

any intention to approve or adopt, any Company Competing Proposal, (D) in the case of any Company Competing Proposal that is structured

as a tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act for outstanding shares of Company Common Stock,

fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against acceptance of such tender offer or exchange

offer by the Company’s stockholders within 10 business days (as such term is used in Rule 14d-9 of the Exchange Act) after

commencement of such tender offer or exchange offer, (E) if any Company Competing Proposal shall have been publicly announced or

disclosed (other than pursuant to the foregoing clause (D)), fail to publicly reaffirm the Company Board Recommendation on or

prior to the earlier of (x) seven Business Days after Parent so requests in writing or (y) three Business Days prior to the

date of the Company Stockholders Meeting (or promptly after public announcement or disclosure of such Company Competing Proposal, if

publicly announced or disclosed on or after the third Business Day prior to the date of the Company Stockholders Meeting), or (F) publicly

declare advisable, or publicly propose to enter into, any letter of intent or agreement in principle, or other agreement or understanding

contemplating or providing for a Company Competing Proposal (other than an Acceptable Confidentiality Agreement) (the taking of any action

described in clause (v) being referred to as a “Company Change of Recommendation”).

and after the date of this Agreement, the Company shall advise Parent of the receipt by the Company or any of its Subsidiaries or Representatives

of any Company Competing Proposal made on or after the date of this Agreement (including, for the avoidance of doubt, any Company Competing

Proposal made on or after the date of the Agreement by any Person who had discussions or negotiations heretofore with the Company or

any of its Subsidiaries or Representatives with respect to a Company Competing Proposal), any expression of interest, inquiry, proposal

or offer by any Person in connection with or that would reasonably be expected to lead to a Company Competing Proposal, or any request

for non-public information or data relating to the Company or any of its Subsidiaries made by any Person in connection with or that would

reasonably be expected to lead to a Company Competing Proposal, in each case, as promptly as reasonably practicable (and, in any event,

within 48 hours thereof), and the Company shall provide, within such 48 hour period, to Parent, subject to confidentiality provisions

existing as of the date hereof, a copy of any such Company Competing Proposal made in writing and provided to the Company (or, where

no such copy is available, a written summary of the material terms of such Company Competing Proposal). The Company shall also (A) promptly

(and in any event within 48 hours after such determination) inform Parent if the Company determines to begin providing information or

to engage in discussions or negotiations with any Person concerning a Company Competing Proposal (to the extent permitted pursuant to

Section ‎6.3(d)(ii)) and (B) keep Parent reasonably informed at all times with respect to any material developments

regarding any such Company Competing Proposal or any material changes to terms of any such Company Competing Proposal.

(d)            Notwithstanding

anything in this Agreement to the contrary, the Company, directly or indirectly through one or more of its Representatives, may:

(i)            make

such disclosures as the Company Board or any committee thereof determines in good faith are necessary to comply with Rule 14e-2(a), Item

1012(a) of Regulation M-A and Rule 14d-9 promulgated under the Exchange Act or other applicable securities laws; provided,

however, that (A) none of the Company, the Company Board or any committee thereof shall, except as expressly permitted by

Section 6.3(d)(iii) or Section 6.3(e), effect a Company Change of Recommendation in any disclosure document

or communication filed or publicly issued or made in conjunction with the compliance with such requirements, and (B) the Company

shall inform Parent of any such determination promptly and, in any event, prior to or substantially concurrently with effecting such

determination;

(ii)            prior

to the receipt of the Company Stockholder Approval, engage in the activities or take any action prohibited by Sections 6.3(b)(i),

6.3(b)(ii) and 6.3(b)(iii) with any Person who has made a written, bona fide Company Competing Proposal;

provided, however, that (A) any non-public information that is prohibited from being furnished pursuant to Section 6.3(b) may

not be furnished until the Company receives an Acceptable Confidentiality Agreement from such Person, and (B) prior to taking any

such actions, the Company Board or any committee thereof determines in good faith, after consultation with its financial advisors and

outside legal counsel, that such Company Competing Proposal is, or could reasonably be expected to lead to, a Company Superior Proposal;

(iii)           prior

to the receipt of the Company Stockholder Approval, in response to a Company Competing Proposal, if the Company Board (or any committee

thereof) so chooses, cause the Company to effect a Company Change of Recommendation or to terminate this Agreement pursuant to Section 8.1(d),

if prior to taking such action (A) the Company Board (or a committee thereof) determines in good faith after consultation with its

financial advisors and outside legal counsel that such Company Competing Proposal is a Company Superior Proposal (taking into account

any adjustment to the terms and conditions of the Merger proposed by Parent in response to such Company Competing Proposal) and that

the failure to take such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law,

(B) the Company shall have given notice to Parent that the Company has received such proposal in accordance with Section 6.3(c) (the

“Notice”), specifying the material terms and conditions of such proposal, and, that the Company intends to take such

action, and (C) the Company shall have allowed Parent not less than three Business Days from the date on which such Notice is given

to Parent (the “Notice Period”) to respond to such Notice (including through any proposed revisions to the terms and

conditions of this Agreement), and either (1) Parent shall not have proposed revisions to the terms and conditions of this Agreement

prior to the expiration of the Notice Period, or (2) if Parent within the Notice Period shall have offered in writing revisions

to the terms and conditions of this Agreement, the Company Board (or any committee thereof), after consultation with its financial advisors

and outside legal counsel, shall have determined in good faith that the Company Competing Proposal remains a Company Superior Proposal

with respect to Parent’s revised proposal and that the failure to take such action would be reasonably likely to be inconsistent

with the directors’ duties under applicable Law; provided, however, that (i) each time any material modifications

to the financial terms of a Company Competing Proposal are made, the Company shall be required to give a new notice to Parent, such that

the Notice Period set forth in this clause (iii) will commence again (but such Notice Period will be 24 hours after any revised

Company Competing Proposal) and the Company will be required again to comply with the requirements of this Section 6.3(d),

prior to which the Company may not effect a Company Change of Recommendation or terminate this Agreement, (ii) during the Notice

Period, if requested by Parent, the Company shall have, and shall have caused its legal and financial advisors to have, engaged in good

faith negotiations with Parent regarding any revisions to the terms and conditions of this Agreement proposed in writing by Parent and

intended to cause the relevant Company Competing Proposal to no longer constitute a Company Superior Proposal, and (iii) the Company

Board shall have considered in good faith any proposed revisions to the terms and conditions of this Agreement (including a change to

the price terms hereof) and the other agreements contemplated hereby that may be irrevocably offered in writing by Parent (the “Proposed

Changed Terms”) no later than 11:59 a.m., Eastern time, on the last day of the Notice Period and shall have determined in good

faith that the Company Superior Proposal would continue to constitute a Company Superior Proposal if such Proposed Changed Terms were

to be given effect and that the failure to take such action would be reasonably likely to be inconsistent with the directors’ duties

under applicable Law; and

(iv)          prior

to the receipt of the Company Stockholder Approval, (A) seek clarification from (but not engage in negotiations or discussions with

or provide non-public information to) any Person that has made any proposal or offer solely to clarify and understand the terms and conditions

of such proposal or offer to determine whether such proposal or offer constitutes or could reasonably be expected to lead to a Company

Superior Proposal and (B) inform a Person that has made or, to the Knowledge of the Company, is considering making a Company Competing

Proposal, of the provisions of this Section 6.3; provided, that as promptly as reasonably practicable (and, in any

event, within 48 hours thereof) after sending any written communication to such Person, the Company shall deliver to Parent a copy of

such written communication.

(e)            Notwithstanding

anything in this Agreement to the contrary, the Company Board (or a committee thereof) shall be permitted, at any time prior to the receipt

of the Company Stockholder Approval, other than in response to a Company Competing Proposal (which is addressed in Section 6.3(d)(iii)),

to make a Company Change of Recommendation if, (i) an Intervening Event has occurred, (ii) prior to taking such action, the

Company Board (or a committee thereof) determines in good faith, after consultation with outside legal counsel, that the failure to take

such action would be reasonably likely to be inconsistent with the directors’ duties under applicable Law, (iii) the Company

shall have given notice to Parent that the Company intends to effect a Company Change of Recommendation (which notice will reasonably

describe the reasons for such Company Change of Recommendation, including a description of the Intervening Event in reasonable detail),

and (iv) the Notice Period shall have expired and either (A) Parent shall not have proposed any revisions to the terms and

conditions of this Agreement prior to the expiration of the Notice Period, or (B) if Parent within the Notice Period shall have

offered in writing revisions to the terms and conditions of this Agreement, the Company Board (or any committee thereof), after consultation

with its outside legal counsel, shall have determined in good faith that such proposed changes do not eliminate the need for the Company

Board to effect a Company Change of Recommendation and that the failure to make a Company Change of Recommendation would be reasonably

likely to be inconsistent with the directors’ duties under applicable Law.

(f)            No

Company Change of Recommendation shall change the approval of the Company Board for purposes of causing any Takeover Law to be inapplicable

to the Merger. Notwithstanding anything to the contrary in the foregoing, any action that may be taken by the Company Board under this

Section 6.3 may also be taken by a duly constituted committee thereof.

6.4            Preparation

of Proxy Statement.

(a)            Parent

will promptly furnish to the Company such data and information relating to it and its Subsidiaries (including Merger Sub) as the Company

may reasonably request for the purpose of including such data and information in the Proxy Statement and any amendments or supplements

thereto used by the Company to obtain the Company Stockholder Approval.

(b)            Promptly

following the date hereof, the Company and Parent shall cooperate in preparing, and the Company shall file with the SEC the Proxy Statement

relating to the matters to be submitted to the holders of Company Common Stock at the Company Stockholders Meeting. The Company shall

use commercially reasonable efforts to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC

and to respond promptly to any comments of the SEC or its staff. The Company will advise Parent promptly after the Company receives any

request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or any request by the SEC for additional

information. Each of the Company and Parent shall use commercially reasonable efforts to cause all documents that it is responsible for

filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable

requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement

(or any amendment or supplement thereto) or responding to any comments of the SEC with respect to any of the foregoing, the Company (i) will

provide Parent with a reasonable opportunity to review and comment on such document or response (including the proposed final version

of such document or response), (ii) will include in such document or response all comments reasonably proposed by Parent, and (iii) will

not file or mail such document or respond to the SEC prior to receiving the approval of Parent, which approval shall not be unreasonably

withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated

by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to the other party,

its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions; and provided,

further that the Company, in connection with any Company Change of Recommendation, may amend or supplement the Proxy Statement

(including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendation.

and the Company shall each make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the

Exchange Act and applicable blue sky Laws and the rules and regulations thereunder.

(d)            If

at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers

or directors, should be discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement,

so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the

statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information

shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed

with the SEC and, to the extent required by applicable Law, disseminated to the Company Stockholders.

6.5            Stockholders

Meeting. The Company shall take all action necessary in accordance with applicable Laws and the Company Governing Documents to duly

give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval to be held

as promptly as reasonably practicable following the clearance of the Proxy by the SEC (and in any event shall use reasonable best efforts

to convene such meeting within 60 days thereof). Except as permitted by Section 6.3, the Company Board shall recommend that

the Company Stockholders vote in favor of the approval of the Merger and the other Transactions at the Company Stockholders Meeting and

the Company Board shall solicit from the Company Stockholders proxies in favor of the approval of the Merger and the other Transactions,

and the Proxy Statement shall include a statement to the effect that the Company Board has resolved to make the Company Board Recommendation.

As reasonably requested by Parent, the Company shall use its commercially reasonable efforts to promptly provide Parent with the requested

voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s

transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of

the solicitation and any material oral or written communications from or to the Company Stockholders with respect thereto. Notwithstanding

anything to the contrary contained in this Agreement, the Company (a) shall be required to adjourn or postpone the Company Stockholders

Meeting (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the

Company Stockholders or (ii) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient

shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such

Company Stockholders Meeting and (b) may, and at the request of Parent shall, adjourn or postpone the Company Stockholders Meeting

if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented

(either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed

to by the parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than 30 days after the

date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or

postponed every time the circumstances described in the foregoing clauses (a)(i) and (a)(ii) exist, and such Company Stockholders

Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (b) exist); and provided,

further, that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after two Business Days prior

to the End Date. In the event of any postponement or adjournment in which there are insufficient shares of Company Common Stock represented

(either in person or by proxy) to constitute a quorum or obtain the Company Stockholder Approval, the Company shall use reasonable best

efforts to ensure such a quorum and approval at the Company Stockholders Meeting following such postponement or adjournment. Unless there

has been a Company Change of Recommendation as permitted by Section 6.3(d)(iii), the Company and Parent shall cooperate in

responding, and shall use their reasonable best efforts to respond, as promptly as reasonably practical, to any public statement by any

Company Stockholder or any other Person in opposition of the Transactions or otherwise intended to prevent the Company Stockholder Approval

from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change

such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent

(which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or the Company

Governing Documents or in connection with a postponement or adjournment of the Company Stockholders Meeting, as required or permitted

hereunder. Unless this Agreement has been terminated in accordance with Article VIII hereof, the Company’s obligations

to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.5 shall not

be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal

or Company Competing Proposal, or by any Company Change of Recommendation, or by the occurrence or disclosure of any Intervening Event.

6.6            Access

to Information.

(a)            Subject

to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Company and its Subsidiaries

by third parties from time to time, from the date of this Agreement until the earlier of the Effective Time and such time as this Agreement

is terminated in accordance with Article VIII, the Company shall, and shall cause its Subsidiaries and instruct each of their

respective Representatives to, afford to Parent and its Representatives reasonable access, during normal business hours, in such manner

as to not interfere with the normal operation of the Company and its Subsidiaries, to their respective properties, officers, books and

records, and shall furnish such Representatives with existing financial and operating data and other information concerning the affairs

of the Company and its Subsidiaries as such Representatives may reasonably request in writing, in each case, for the purpose of consummating

the Transactions; provided that such review shall only be upon reasonable written notice and shall be at Parent’s sole cost

and expense; provided, further, that nothing herein shall require the Company or its Subsidiaries to disclose any materials and

information to Parent or its Representatives (i) to the extent related to a Company Competing Proposal, Company Change of Recommendation,

Company Superior Proposal or Intervening Event (except as otherwise required by the terms of this Agreement) or (ii) if such disclosure

would, in the reasonable judgment of the Company, (A) cause competitive harm to Company or its Subsidiaries if the Transactions

are not consummated; provided that the Company shall designate such materials and information as “Outside Counsel Only Material”

and shall only share such material and information with the outside legal counsel of Parent and such material and information will not

be disclosed by such outside legal counsel to employees, officers, directors or other independent contractors of Parent unless express

written permission is obtained in advance from the source of the materials or its legal counsel, (B) violate applicable Law or the

provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement; provided that the Company

shall use its commercially reasonable efforts to obtain permission or consent of such third party to such disclosure) to which any of

the Company or its Subsidiaries is a party, (C) jeopardize any attorney-client or other legal privilege, work product doctrine or

similar protection (but the Company shall allow, or shall cause its Subsidiaries to allow, for such access or disclosure in a manner

that does not result in a loss of attorney-client privilege or other legal privilege, work product doctrine or similar protection, as

applicable) or (D) result in the disclosure of any trade secrets. Notwithstanding anything herein to the contrary, the Company and

its Subsidiaries shall not be required to provide access or make any disclosure to Parent pursuant to this Section 6.6 to

the extent that such access or information is reasonably pertinent to a litigation where the Company or its Subsidiaries, on the one

hand, and Parent or its Subsidiaries, on the other hand, are adverse parties. Notwithstanding anything to the contrary in this Agreement,

neither the Company nor any Subsidiary shall be obligated to create, develop, provide access to or otherwise make available any reports,

analyses or appraisals (in each case, in any particular format) to the extent such report, analysis or appraisal (in each case, in such

format) is not otherwise readily available to the Company or any Subsidiary or in the possession of the Company or any Subsidiary. No

investigation or access permitted pursuant to this Section 6.6 shall affect or be deemed to modify any representation or

warranty made by the Company hereunder. Parent agrees that it will not, and will cause its Representatives not to, use any information

obtained pursuant to this Section 6.6 for any competitive or other purpose unrelated to the consummation of the Transactions.

Parent will use its commercially reasonable efforts to minimize any disruption to the respective business of the Company and its Subsidiaries

that may result from requests for access under this Section 6.6 and, notwithstanding anything to the contrary herein, the

Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be

permitted under applicable Law.

(b)            The

Confidentiality Agreement, dated as of October 14, 2025, between Parent and the Company (the “Confidentiality Agreement”)

shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

6.7            Reasonable

Best Efforts.

(a)            Subject

to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions

and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger and the other

Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation

with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications,

notices, petitions, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations,

Consents, licenses, orders, registrations and permits necessary or advisable to be obtained from any third party or any Governmental

Entity, including the Consents with respect to the Business Permits, in order to consummate the Merger or any of the other Transactions

and (ii) taking all steps as may be necessary, subject to this Section 6.7, to obtain all such waiting period expirations

or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. Each party shall,

in consultation and cooperation with the other parties, as promptly as reasonably practicable from the date hereof (and in any event

within 25 Business Days), make its respective filing under the HSR Act.

(b)            In

connection with and without limiting the foregoing, each of the parties shall give any required notices to third parties, and each of

the parties shall use, and cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any

third party consents that are necessary, proper or advisable to consummate the Merger; provided, that for the avoidance of doubt,

the Company shall be the filing party of record and shall have exclusive authority to execute and submit, through any portal, system,

platform or channel (including the Nationwide Multistate Licensing System (NMLS)), any filing or other submission that, under applicable

Law, guidance or portal/system protocols, must be submitted by the Company. To the extent permitted by applicable Law, each of the parties

(i) will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the

preparation of any required filings or submissions with any Governmental Entity, and (ii) will cooperate in responding to any inquiry

from a Governmental Entity, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations

or submissions to a Governmental Entity and supplying each other with copies of all material correspondence, filings or communications

between either party and any Governmental Entity with respect to this Agreement. To the extent reasonably practicable and permitted by

applicable Law, the parties or their Representatives shall have the right to review in advance and each of the parties will consult the

others on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written materials

submitted to, any Governmental Entity in connection with the Merger and the other Transactions, except that confidential competitively

sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, none of the parties shall,

nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation

with any Governmental Entity in respect of any filing, investigation or other inquiry without giving the other party prior notice of

such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend

or participate (whether by telephone or in person) in any such meeting with such Governmental Entity.

limiting the generality of the foregoing, Parent shall, and shall cause each of its Affiliates to, use its and their reasonable best

efforts, and promptly take any and all steps necessary, to avoid or eliminate any concerns on the part of, or to satisfy any conditions

imposed by, any Governmental Entity so as to enable the parties to expeditiously consummate the Transactions, and in any event prior

to the End Date, including: (i) proposing, negotiating, agreeing, accepting the imposition of, committing to and effecting, by consent

decree, hold separate orders or otherwise, to sell, divest, hold separate, lease, license, transfer, dispose of, otherwise encumber or

impair or take any other action with respect to Parent’s or its Affiliates’ ability to own or operate any assets, contracts,

properties or businesses, including any Subsidiary of the Company or the equity interests thereof; (ii) in the event that any Governmental

Order by or with any Governmental Entity is entered or becomes reasonably foreseeable to be entered that would make consummation of the

Transactions illegal, challenging the granting of any Consent or that would otherwise prevent or delay consummation of the Transactions

as violative of any Competition/Foreign Investment Law (including the filing of a complaint to prevent the consummation of the Transactions

or the granting of any Consent), taking any and all steps (including the posting of a bond, commencement, contesting and defending any

Proceedings challenging this Agreement, the granting of any Consent or the consummation of the Transactions, or the taking of the steps

contemplated by clause (i) above) necessary to vacate, modify or suspend such Governmental Order; (iii) offering to

take or offering to commit to take any action which it is capable of taking, and if the offer is accepted, taking or committing to take,

such actions as are necessary, whether or not such actions limit or modify Parent’s or its Affiliates’ rights of ownership

in, or ability to conduct the business of, one or more of its operations, divisions, businesses, product lines, customers or assets,

including, after the Closing, the business of the Company; and (iv) to the extent required by, or reasonably requested by, any Governmental

Entity as a condition to, or to expedite the grant of, any Consent with respect to the Business Permits or otherwise, investigating,

addressing, remediating, curing or otherwise resolving, to the reasonable satisfaction of such Governmental Entity, any unresolved examination

or supervisory findings or directives, in each case relating to Permits of Parent or any of its Affiliates and whether or not such matters

arise from or relate to Permits directly implicated by the Transactions (the actions referred to in clauses (i) through (iv), collectively,

the “Remedial Actions”); provided that none of Parent or any of its Affiliates shall be required to propose,

negotiate, offer to commit to, commit to or effect any Remedial Action that would in the aggregate result in, or be reasonably likely

to result in, an adverse effect that is more than immaterial on the financial condition, business, assets or continuing results of operations

of Parent and its Affiliates and Subsidiaries, or the Company and its Subsidiaries, in each case, taken as a whole, at or after the Effective

Time.

(d)            The

parties shall cooperate with each other and work in good faith to develop the strategy relating to any Remedial Actions and in connection

with the process of effecting (including negotiating or committing to effect) any Remedial Actions, including any divestiture process

and any communications with potential divestiture buyers relating thereto. Parent shall provide such security and assurances as to financial

capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other third party whose approval

or consent is sought in connection with the Transactions.

(e)            At

any time prior to the Effective Time, Parent shall not, and shall cause its Subsidiaries and Affiliates not to, enter into or consummate

any transaction, agreement, arrangement or acquisition of any ownership interest, rights or assets of any Person that would reasonably

be expected to prevent or delay Parent or the Company from obtaining any required Consents, or to prevent expiration of the waiting period,

under the HSR Act, the Business Permits or any other Competition/Foreign Investment Law applicable to the Transactions, in each case

prior to the End Date.

(f)

In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary

of the Company shall be obligated to pay or commit to pay to any Person whose approval or consent is being solicited any cash or other

consideration, make any accommodation or commitment or incur any liability or other obligation to such Person.

(g)            Parent

shall be solely responsible for and pay all costs incurred in connection with obtaining any consents or approvals of the type described

in this Section 6.7.

6.8            Employee

Matters.

(a)            Parent

shall cause each individual who is employed as of the Closing Date by the Company or a Subsidiary thereof (a “Company Employee”)

and who remains employed by Parent or any of its Subsidiaries (including the Surviving Company or any of its Subsidiaries) to be provided

with (i) for a period of one year following the Closing Date, base compensation (salary or wages, as applicable), and as applicable,

annual bonus and incentive compensation opportunities (including the value of equity-based compensation) that are no less favorable,

in each respect, than those in effect for such Company Employee immediately prior to the Closing Date and (ii) from the Closing

Date through the end of the calendar year in which the Closing Date occurs, employee benefits (including retirement plan participation

but, for the avoidance of doubt, excluding severance benefits and supplemental pay, except as provided under Section 6.8(e) below)

that are no less favorable than those in effect for such Company Employee immediately prior to the Closing Date, which employee benefits

shall continue to be provided through the applicable Company Plans pursuant to which such benefits are provided immediately prior to

the Closing Date (such Company Plans, the “Company Employee Benefit Plans”), and Parent shall cause such Company Employee

Benefit Plans to remain in effect during such period.

(b)           From

and after the Effective Time, as applicable, the Company Employees shall be given credit for all purposes under the Company Employee

Benefit Plans (other than to the extent it would result in a duplication of benefits) in which the Company Employees participate, for

such Company Employees’ service with the Company and its Subsidiaries, including vesting, eligibility and level of benefit purposes,

to the same extent and for the same purposes that such service was taken into account under the applicable Company Employee Benefit Plan

immediately prior to the Closing Date.

and after the Effective Time, as applicable, Parent shall, or shall cause the Surviving Company and its Subsidiaries to, (i) waive

any limitation on health and welfare coverage of any Company Employee and his or her eligible dependents due to pre-existing conditions

or waiting periods, active employment requirements and requirements to show evidence of good health under the applicable health and welfare

Company Employee Benefit Plan, to the same extent such conditions, periods or requirements had been satisfied or waived under the applicable

Company Employee Benefit Plan immediately prior to the Closing Date, and (ii) credit the expenses of any Company Employee that were

credited toward applicable deductibles and annual out-of-pocket limits under the applicable Company Employee Benefit Plan for the plan

year in which the Closing Date occurs against satisfaction of any deductibles or out-of-pocket limits under such Company Employee Benefit

Plan for the plan year in which the Closing Date occurs.

(d)            For

purposes of determining the number of vacation days and other paid time off to which each Company Employee is entitled during the calendar

year in which the Closing occurs, Parent, the Surviving Company or one of its Subsidiaries will assume and honor all unused vacation

and other paid time off days accrued or earned by such Company Employee as of the Closing Date for the calendar year in which the Closing

Date occurs.

(e)            If

a Company Employee’s employment with the Company is terminated in connection with the Transactions or a Company Employee’s

employment with Parent or any of its Subsidiaries (including the Surviving Company or any of its Subsidiaries) is terminated during the

period commencing on the Closing Date and ending on the 12-month anniversary of the Closing Date by Parent or any of its Subsidiaries

(including the Surviving Company or any of its Subsidiaries) without cause, Parent shall provide, or cause to be provided, to such Company

Employee the severance benefits that are set forth in Schedule 6.8(e) of the Company Disclosure Letter, and, to the extent

applicable, the amount of such severance benefits shall be calculated taking into account the Company Employee’s period of employment

with the Company and its Affiliates (and their predecessors) prior to the Closing and with Parent or its Affiliates on and after the

Closing. For the avoidance of doubt, with respect to Company Employees covered by the Severance Plan, Parent agrees that it will (or

will cause the Surviving Company to) honor the terms of the Severance Plan.

(f)             To

the extent any bonus amounts under any cash bonus, sales and other incentive plans of the Company and its Subsidiaries (the “Bonus

Amounts”) with respect to a performance period completed on or prior to the Closing remain unpaid as of the Closing Date, Parent

and the Surviving Company, as applicable, will cause all such Bonus Amounts to be calculated in accordance with such cash bonus, sales

and other incentive plans and paid in the ordinary course of business to the eligible Company Employees. Parent and the Surviving Company,

as applicable, will cause all Bonus Amounts with respect to the performance period in which the Closing occurs to be calculated and paid

to the eligible employees of the Company and its Subsidiaries; provided, however, that (i) such Bonus Amounts will

be calculated at the greater of the target or actual level of performance as of the Closing Date (prorated for the portion of the performance

period completed), and such Bonus Amounts will be paid at the time at which the Company would ordinarily pay such Bonus Amounts for the

year in which the Closing Date occurs, (ii) payment of any Bonus Amounts in accordance with this Section 6.8(f) will

in no way be interpreted or construed to limit or replace any amounts to which a Company Employee may be entitled pursuant to a Company

Employee Benefit Plan in connection with such Company Employee’s termination of employment or services, and (iii) with respect

to any such Bonus Amounts that constitute nonqualified deferred compensation subject to Section 409A of the Code, such payment will

be made at the earliest time permitted under the terms of such cash bonus, sales or other incentive plan that will not trigger a Tax

or penalty under Section 409A of the Code.

(g)            Nothing

in this Agreement shall constitute an amendment to, or be construed as amending, any Employee Benefit Plan sponsored, maintained or contributed

to by the Company, Parent or any of their respective Subsidiaries. The provisions of this Section 6.8 are for the sole benefit

of the parties, and nothing herein, expressed or implied, is intended or will be construed to confer upon or give to any Person (including,

for the avoidance of doubt, any Company Employee or other current or former employee of the Company or any of their respective Affiliates),

other than the parties and their respective permitted successors and assigns, any third party beneficiary, legal or equitable or other

rights or remedies (including with respect to the matters provided for in this Section 6.8) under or by reason of any provision

of this Agreement. Nothing in this Section 6.8 or elsewhere in this Agreement will be construed to create a right in any

Person to employment with Parent, the Surviving Company or any other Affiliate of the Surviving Company.

6.9            Indemnification;

Directors’ and Officers’ Insurance.

(a)            Without

limiting any other rights that any Indemnified Person (as defined below) may have pursuant to any employment agreement or indemnification

agreement in effect on the date hereof or otherwise (which shall be assumed by Parent and the Surviving Company), for a period of six

years from and after the Effective Time, Parent and the Surviving Company shall, jointly and severally, indemnify, defend and hold harmless

each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director,

officer or employee of the Company or any of its Subsidiaries or who acts as a fiduciary under any Company Plan or any of its Subsidiaries

or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation,

partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise (the “Indemnified Persons”)

against and from all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’

fees and expenses), liabilities or judgments or amounts that are paid in settlement of, or incurred in connection with, any threatened

or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or

in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company

or any of its Subsidiaries, a fiduciary under any Company Plan or any of its Subsidiaries or is or was serving at the request of the

Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company,

joint venture, Employee Benefit Plan, trust or other enterprise or by reason of anything done or not done by such Person in any such

capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether asserted

or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities

based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case,

to the fullest extent permitted under applicable Law (and Parent and the Surviving Company shall, jointly and severally, pay expenses

incurred in connection therewith in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest

extent permitted under applicable Law). Without limiting the foregoing, in the event any such Proceeding is brought or threatened to

be brought against any Indemnified Persons (whether arising before or after the Effective Time), (i) the Indemnified Persons may

retain the Company’s regularly engaged legal counsel or other counsel satisfactory to such Indemnified Persons, and Parent and

the Surviving Company shall pay all reasonable fees and expenses of such counsel for the Indemnified Persons as promptly as statements

therefor are received, and (ii) Parent and the Surviving Company shall use their best efforts to assist in the defense of any such

matter. Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.9, upon learning

of any such Proceeding, shall notify the Surviving Company (but the failure so to notify shall not relieve a party from any obligations

that it may have under this Section 6.9 except to the extent such failure materially prejudices such party’s position

with respect to such claims). With respect to any determination of whether any Indemnified Person is entitled to indemnification by Parent

or the Surviving Company under this Section 6.9, such Indemnified Person shall have the right to require that such determination

be made by special, independent legal counsel selected by the Indemnified Person and approved by Parent or the Surviving Company, as

applicable (which approval shall not be unreasonably withheld or delayed), and who has not otherwise performed material services for

Parent, the Surviving Company or the Indemnified Person within the last three years.

(b)            For

a period of six years from the Effective Time (except to the extent that the relevant document provides for an earlier termination),

Parent and the Surviving Company shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving

Company or its Subsidiaries in any manner that would adversely affect, or manage the Surviving Company or its Subsidiaries with the intent

to or in a manner that would adversely affect, the rights thereunder or under the Organizational Documents of the Surviving Company or

any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable

Law. Parent shall, and shall cause the Surviving Company and its Subsidiaries to, fulfill and honor any indemnification, expense advancement

or exculpation agreements between the Company or any of its Subsidiaries and any of its directors, officers or employees existing immediately

prior to the Effective Time.

and the Surviving Company shall indemnify any Indemnified Person against all reasonable costs and expenses (including reasonable attorneys’

fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.9(a), relating to the enforcement

of such Indemnified Person’s rights under this Section 6.9 or under any charter, bylaw or contract regardless of whether

such Indemnified Person is ultimately determined to be entitled to indemnification hereunder or thereunder; provided that, notwithstanding

anything to the contrary contained herein, prior to Parent and/or the Surviving Company advancing any such amounts to an Indemnified

Person, such Indemnified Person shall agree in advance to return any amounts advanced by Parent and/or the Surviving Company pursuant

to this Section 6.9(c) promptly upon a final, non-appealable determination by a court of competent jurisdiction that

such Indemnified Person was not entitled to such indemnification.

(d)            Parent

shall cause the Surviving Company to provide, for an aggregate period of not less than six years from the Effective Time, the Company’s

past and current directors and officers an insurance and indemnification policy that provides coverage for any acts, omissions or events

occurring or alleged to have occurred at or prior to the Effective Time (the “D&O Insurance”) that is no less

favorable than the Company’s existing policy; provided, however, that the Surviving Company shall not be required

to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the date of this Agreement

(the “Cap Amount”); provided, further, that if the cost of the D&O Insurance exceeds the Cap Amount,

and Parent elects not to spend more than the Cap Amount for such purpose, then Parent shall obtain the most advantageous policy obtainable

for the Cap Amount.

(e)            In

the event that Parent, the Surviving Company or any Subsidiary of the Surviving Company, or any of their respective successors or assigns

(i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such

consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such

case, proper provisions shall be made so that the successors and assigns of Parent, the Surviving Company or such Subsidiary of the Surviving

Company, as the case may be, shall assume the obligations set forth in this Section 6.9. Parent and the Surviving Company

shall not sell, transfer, distribute or otherwise dispose of any of their assets or the assets of any Subsidiary in a manner that would

reasonably be expected to render Parent or the Surviving Company unable to satisfy their obligations under this Section 6.9.

The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, the parties and each

Person entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.9 and their respective

heirs and representatives. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such

Indemnified Persons may have under the Company Governing Documents or any Organizational Documents of the Company’s Subsidiaries,

or under any applicable contracts or Law. Parent and the Surviving Company shall pay all expenses, including reasonable attorneys’

fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.9.

The rights and obligations under this Section 6.9 shall survive consummation of the Merger and shall not be terminated or

amended in a manner that is adverse to any Indemnified Person without the written consent of such Indemnified Person.

6.10           Agreement

to Defend; Stockholder Litigation. Each party shall provide the other party prompt written notice of any stockholder demands, litigations,

arbitrations or other similar actions (including derivative claims) commencing against their respective directors or officers or against

such party or any of its Subsidiaries, in each case, relating to the Merger, this Agreement or any of the Transactions (collectively,

the “Transaction Litigation”). Subject to the duties of the Company Board and Parent Managing Member, as applicable,

under applicable Law, each party shall give the other party the opportunity to participate (at such other party’s expense) in the

defense or settlement of any such litigation, and no such settlement shall be agreed to without the other party’s prior written

consent, which consent shall not be unreasonably withheld, conditioned or delayed, other than with respect to any Transaction Litigation

where the parties are adverse to each other or in the context of any Transaction Litigation related to or arising out of a Company Competing

Proposal.

6.11           Public

Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be agreed

upon by the parties. From and after the date hereof, so long as this Agreement is in effect, neither the Company nor Parent, nor any

of their respective Affiliates, shall issue or cause the publication of any press release or other announcement with respect to the Merger

or this Agreement without the prior consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed),

unless (a) such party determines, after consultation with outside counsel, that it is required by applicable Law or the rules of

any stock exchange upon which such party’s capital stock is traded to issue or cause the publication of any press release or other

announcement with respect to the Merger or this Agreement, in which event such party shall endeavor, on a basis reasonable under the

circumstances, to provide a meaningful opportunity to the other party to review and comment upon such press release or other announcement

and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; or (b) in the case of the

Company, it deems it necessary to issue or cause the publication of any press release or other announcement with respect to the Merger,

this Agreement or the other Transactions in connection with or following a Company Competing Proposal or a Company Change of Recommendation;

provided, however, each party and their respective Affiliates may make statements that are not inconsistent with previous

press releases, public disclosures or public statements made by Parent or the Company in compliance with this Section 6.11.

6.12          Control

of Business. Without limiting in any way any party’s rights or obligations under this Agreement, nothing contained in this

Agreement shall give any party, directly or indirectly, the right to control or direct the other party and their respective Subsidiaries’

operations prior to the Effective Time. Prior to the Effective Time, each of the parties shall exercise, consistent with the terms and

conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

6.13          Transfer

Taxes. All Transfer Taxes incurred in connection with the Transactions, if any, shall be paid by Parent when due, whether levied

on Parent or any other Person, and Parent shall file all necessary Tax Returns and other documentation with respect to any such Transfer

Taxes. Parent shall reimburse, indemnify, defend and hold harmless against liability such other Persons for any such Transfer Taxes.

The parties will cooperate, in good faith, in the filing of any Tax Returns with respect to Transfer Taxes and the minimization, to the

extent reasonably permissible under applicable Law, of the amount of any Transfer Taxes.

6.14          Notification.

The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, in each case, as permitted by applicable

Law (a) of any written notice or other written communication received by such party from any Governmental Entity in connection with

this Agreement, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required

in connection with the Merger or the other Transactions, if the subject matter of such communication or the failure of such party to

obtain such consent could be material to the Company, the Surviving Company or Parent, (b) of any Proceeding commenced or, to any

party’s Knowledge, threatened in writing against, such party or any of its Affiliates or otherwise relating to, involving or affecting

such party or any of its Affiliates, in each case, in connection with, arising from or otherwise relating to the Merger or any other

Transaction, and (c) upon such party obtaining Knowledge of the occurrence or impending occurrence of any event or circumstance

relating to it or any of the Subsidiaries of the Company or any of the Subsidiaries of Parent, respectively, which would reasonably be

expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case

may be, or which would reasonably be expected to prevent or materially delay the consummation of the Transactions; provided, however,

that the delivery of any notice pursuant to this Section 6.14 shall not cure any breach of any representation or warranty

requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder

to any party.

6.15          Section 16

Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be reasonably necessary

or advisable to cause any dispositions of Equity Securities of the Company (including derivative securities) and acquisitions of Equity

Securities of Parent (including derivative securities) in connection with this Agreement by each individual who is a director or officer

of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, or will

become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 under the Exchange Act.

6.16          Takeover

Laws. The parties shall use their respective reasonable best efforts (a) to take all action necessary so that no Takeover Law

is or becomes applicable to the Merger or any of the other Transactions and (b) if any such Takeover Law is or becomes applicable

to any of the foregoing, to take all action necessary so that the Merger and the other Transactions may be consummated as promptly as

practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on the

Merger and the other Transactions.

6.17          Delisting.

Each of the parties agrees to cooperate with the other parties in taking, or causing to be taken, all actions necessary to delist each

of the Company Common Stock and Company Preferred Stock from the NYSE and terminate its registration under the Exchange Act; provided

that such delisting and termination shall not be effective until after the Effective Time.

6.18          Obligations

of Parent and its Subsidiaries. Parent shall take all action necessary to cause Merger Sub, the Surviving Company and each of Parent’s

other Subsidiaries (including CrossCountry Mortgage, LLC) to perform their respective obligations under this Agreement and to consummate

the Merger, the Financing and the other Transactions upon the terms and subject to the conditions set forth in this Agreement, including

causing each such Subsidiary to take all actions necessary or advisable to obtain any Consents, provide any information or documentation,

or satisfy any conditions to Closing, in each case, required to be taken, provided or satisfied by such Subsidiary in connection with

the Transactions.

6.19          Senior

Notes Outstanding. On the Closing Date, Parent and the Company shall, as and to the extent required by the Senior Notes Indenture

or the Senior Notes, execute, and use commercially reasonable efforts to cause the trustee to execute, any supplemental indenture(s) required

by the Senior Notes Indenture and deliver any certificates and other documents required by the Senior Notes Indenture to be delivered

by such Persons in connection with such supplemental indenture(s). Prior to the Effective Time, the Company and Parent shall use commercially

reasonable efforts to prepare and deliver all notices and other documents, and take all other actions, in each case as required under

the terms of the Senior Notes or the Senior Notes Indenture (or in each case as required by applicable Law with respect to the Senior

Notes or the Senior Notes Indenture), including the giving of any notices that may be required thereunder in connection with the Merger

and the Company will provide copies of substantially complete drafts of such notice or other document to Parent within a reasonable time

prior to delivering any such notice or other document and shall reasonably consider all comments provided by Parent with respect thereto.

After the Effective Time, the Surviving Company will, and Parent will cause the Surviving Company to, comply with its obligations (including

any repurchase obligations) under the Senior Notes Indentures and the Senior Notes. Notwithstanding anything to the contrary in this

Section 6.19, nothing herein shall require the Company to make any offer to repurchase with respect to the Senior Notes in

connection with the Merger prior to the occurrence of the Effective Time.

6.20          Financing

Activities.

(a)            Parent

Financing.

(i)            Parent

will use reasonable best efforts to obtain the Financing (or in the event any portion or all of the Financing becomes unavailable, alternative

debt financing from the same or other sources (such portion from sources other than any source providing the Financing contemplated by

the Debt Commitment Letter as of the date hereof, the “Alternate Financing”)) in an aggregate amount, together with

the remaining Financing, if any, and any other immediately available sources available to Parent to fund the payment of the Required

Amounts when required to be paid hereunder. Such efforts by Parent shall include, without limitation: (A) complying with and maintaining

in full force and effect the Debt Commitment Letter (subject to commitment reductions and/or termination thereof in connection with the

consummation of an alternative financing generating, when taken together with other sources of funds immediately available to Parent

or Merger Sub, the Required Amounts at Closing), (B) negotiating and entering into definitive financing agreements (the “Definitive

Debt Agreements”) with respect to the Financing or alternative financing generating, when taken together with any other funding

sources available to Parent, the Required Amounts when required to be paid hereunder; provided, that such Definitive Debt Agreements

or alternative financing, as applicable, shall not (1) impose new or additional conditions or expand any existing condition to the

receipt of the Financing, (2) otherwise materially delay funding of the Financing or make funding of the Financing or alternative

financing generating, when taken together with any other funding sources available to Parent, the Required Amounts when required to be

paid hereunder, or (3) adversely impact the ability of Parent to enforce its rights against the other parties to the Debt Commitment

Letter or the Definitive Debt Agreements or alternative financing, as applicable (the effects described in clauses (1) through (3),

collectively, the “Prohibited Modifications” and each individually, a “Prohibited Modification”),

(C) satisfying on a timely basis all conditions to the Financing contemplated by the Debt Commitment Letter and the Debt Financing

Fee Letter, and (D) enforcing its rights under the Debt Commitment Letter in the event of a breach by the Financing Sources under

the Debt Commitment Letter or any of the Definitive Debt Agreements or alternative financing, as applicable. Prior to the Closing, without

the prior written consent of the Company, Parent shall not (x) agree to, or permit, any withdrawal, rescission, termination, amendment,

restatement, supplement, modification or waiver in respect of the Debt Commitment Letter or any Definitive Debt Agreement that would

result, when taken together with any other funding sources available to Parent, in Parent failing to have the Required Amounts when required

to be paid hereunder, or (y) agree to substitute other debt or equity financing for all or any portion of the Debt Financing from

the same or alternative financing sources to the extent such substitution would result in a Prohibited Modification.

(ii)            Parent

shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing.

Parent shall give the Company prompt written notice (A) upon becoming aware of, or receiving written notice or other written communication

with respect to, (1) any actual, threatened (in writing) or alleged (in writing) material breach of or default under, or any event

or circumstance that (with or without notice, lapse of time or both) could reasonably be expected to give rise to any material breach

of or default under, the Debt Commitment Letter by a party thereto, (2) any actual or threatened (in writing) termination, withdrawal,

repudiation or rescission of the Debt Commitment Letter or any Definitive Debt Agreement, or (3) any material dispute or disagreement

between or among parties to the Debt Commitment Letter or any Definitive Debt Agreement, in each case, to the extent such breach, default,

termination, withdrawal, repudiation, rescission, dispute or disagreement would reasonably be expected to materially delay or prevent

the Closing or result in failure of Parent to obtain, when taken together with any other funding sources available to Parent, the Required

Amounts when required to be paid hereunder or (B) if at any time for any reason Parent believes in good faith that it may not be

able to obtain all or any portion of the Financing on the terms and conditions, at the time, in the manner or from the sources contemplated

by the Financing, except as a result of consummation of alternative financing transactions providing, when taken together with any other

funding sources available to Parent, the Required Amounts when required to be paid hereunder. Parent shall promptly provide any material

information reasonably requested by the Company relating to any circumstance referred to in clauses (A) or (B) of the immediately

preceding sentence; provided that in no event shall Parent be required to provide access to or disclose information that would jeopardize

any attorney-client privilege of, or conflict with any confidentiality requirements applicable to, Parent or any of its Subsidiaries

(as reasonably determined in good faith by Parent).

(iii)           If

any of the Financing or the Debt Commitment Letter (or any Definitive Debt Agreement) expires or is terminated prior to the Closing,

in whole or in part, for any reason, or any portion of the Financing becomes unavailable on the terms and subject solely to the conditions

set forth in the Debt Commitment Letter or any Definitive Debt Agreement shall be withdrawn, repudiated, terminated or rescinded (other

than as a result of any commitment reduction in connection with the consummation of alternative financing transactions providing, when

taken together with any other funding sources available to Parent, the Required Amounts at Closing), then Parent shall (A) promptly

use its reasonable best efforts to arrange for Alternate Financing (which Alternate Financing (1) shall be in an amount no less

than, when taken together with any other funding sources available to Parent, the Required Amounts and (2) shall not include conditions

to such Alternate Financing that are more onerous than, taken as a whole, the conditions set forth in the Debt Commitment Letter on the

date of this Agreement (as reasonably determined in good faith by Parent) to replace the Financing, to be consummated no later than the

day on which the Closing shall occur pursuant to this Agreement), (B) provide to the Company copies of all documents (including

all fee letters and commitment letters; provided that any fee and commitment letters may be redacted in a customary fashion as to economic

terms and other commercially sensitive numbers and provisions specified in any such letter, none of which could adversely affect the

availability, conditionality, enforceability or amount of the Financing contemplated thereby) relating to any alternative financing to

replace the Financing and (C) keep the Company reasonably informed of the process of obtaining any Alternate Financing. If any Alternate

Financing is obtained in accordance with this Section 6.20(a), Parent shall promptly notify the Company thereof and references

to the “Financing,” “Debt Commitment Letter” and “Debt Financing Fee Letter” (and other like terms

in this Agreement) shall include such Alternate Financing, as applicable.

(iv)          Notwithstanding

anything in this Agreement to the contrary, Parent and Merger Sub expressly acknowledge and agree that neither the availability nor terms

of the Financing or any Alternate Financing are conditions to the obligations of Parent or Merger Sub to consummate the Merger, and each

of Parent and Merger Sub reaffirms its obligation to consummate the Merger and the other Transactions subject only to the express conditions

set forth herein, irrespective and independent of the availability or terms of the Financing or any Alternate Financing.

(b)            Financing

Collateral and Capacity. Parent shall be subject to the obligations set forth in Schedule 6.20(b) of the Parent Disclosure

Letter.

6.21           Redemption

of Company Preferred Stock.

(a)            Promptly

after the Effective Time, the Surviving Corporation shall deliver, in accordance with the Company Governing Documents, a notice of redemption

(the “Preferred Stock Redemption Notice”) with respect to each of the shares of the Company Preferred Stock to each

holder of record thereof.

(b)            Following

the Effective Time, when required in connection with the redemption of the Company Preferred Stock, Parent, on behalf of the Surviving

Corporation, shall in accordance with the Company Governing Documents irrevocably set aside and deposit, separate and apart from its

other funds, in trust for the benefit of the holders of the Company Preferred Stock, cash in immediately available funds in the amount

of $25.00 per outstanding share of Company Preferred Stock, plus any accumulated and unpaid dividends thereon (whether or not authorized

or declared) to, but not including, the date fixed for redemption (the “Preferred Stock Redemption Amount”).

the Closing, the Surviving Corporation shall complete the redemption of the Company Preferred Stock in accordance with the Company Governing

Documents and Preferred Stock Redemption Notices. The Preferred Stock Redemption Notices shall be prepared by the Surviving Corporation,

and shall comply in all material respects with the specifications and timing requirements of the Company Governing Documents for each

applicable series of Company Preferred Stock and shall state the information required, pursuant to the Company Governing Documents, to

be included in such notices of redemption, including that each series of Company Preferred Stock shall be redeemed effective as of a

redemption date that is no more than 120 days after the Effective Time.

6.22           Existing

Lending Facilities. From the date of this Agreement until the earlier of the Effective Time and such time as this Agreement is terminated

in accordance with Article VIII, the Company shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries

and its and their respective Representatives to, afford to Parent and its Representatives such reasonable, customary and necessary cooperation

as may be reasonably requested by Parent and its Representatives from time to time solely to seek customary amendments, consents, modifications,

assignments, novations, refinancings and other mutually acceptable arrangements to permit the existing lending facilities of the Company

or its Subsidiaries to remain available to Parent and its Subsidiaries upon and after the occurrence of the Closing; provided that in

connection with the cooperation contemplated by this Section 6.22, the Company and its Subsidiaries need not agree to any

action effective prior to, and not conditioned on the occurrence of, the Closing.

ARTICLE VII

CONDITIONS PRECEDENT

7.1            Conditions

to Each Party’s Obligation to Consummate the Merger. The respective obligation of each party to consummate the Merger is subject

to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived jointly by the parties,

in whole or in part, to the extent permitted by applicable Law:

(a)            Constituent

Approval. The Company Stockholder Approval shall have been obtained.

(b)            No

Injunctions. No Governmental Entity having jurisdiction over any party shall have issued any order, decree, ruling, injunction or

other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation

of the Merger, and no Law shall have been enacted, entered, promulgated or enforced by any Governmental Entity having jurisdiction over

any party after the date of this Agreement that, in any case, makes illegal the consummation of the Merger.

Approvals. The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have

expired or been terminated.

7.2            Additional

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject

to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent,

in whole or in part, to the extent permitted by applicable Law:

(a)            Representations

and Warranties of the Company. (i) The representations and warranties of the Company set forth in Section 4.1(a) (Organization,

Standing and Power), Section 4.3(a) and Section 4.3(b)(i) (Authority; No Violations; Approvals),

Section 4.6(a) (Absence of Certain Changes or Events), Section 4.19 (Opinion of Financial Advisor)

and Section 4.20 (Brokers) shall be true and correct in all material respects as of the Closing Date, as though made

on and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and

correct only as of such date), (ii) the representations and warranties of the Company set forth in Section 4.2(a) (Capital

Structure) shall be true and correct in all but de minimis respects as of the Closing Date, as though made on and as of the

Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct in all but

de minimis respects only as of such date), and (iii) all other representations and warranties of the Company set forth in

Article IV of this Agreement shall be true and correct as of the Closing Date, as though made on and as of the Closing Date

(except that representations and warranties that speak as of a specified date shall have been true and correct only as of such date),

except where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions

contained therein as to “materiality” or “Company Material Adverse Effect”) has not had, and would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)            Performance

of Obligations of the Company. The Company shall have performed, or complied with, in all material respects all agreements and covenants

required to be performed or complied with by it under this Agreement on or prior to the Effective Time.

Certificate. Parent shall have received a certificate of the Company signed by an officer of the Company, dated as of the Closing

Date, confirming that the conditions in Sections 7.2(a), 7.2(b) and 7.2(e) have been satisfied.

(d)            REIT

Opinion. Parent shall have received a written opinion of Sidley Austin LLP (or other nationally recognized REIT counsel reasonably

acceptable to Parent and the Company), dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the

effect that, commencing with the Company’s taxable year ended December 31, 2014, the Company has been organized and operated

in conformity with the requirements for qualification and taxation as a REIT under the Code and its current organization and proposed

method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a

REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualification and based on customary representations

contained in an officer’s certificate executed by the Company.

(e)            Company

Material Adverse Effect. Since the date of this Agreement, there shall not have occurred and be continuing a Company Material Adverse

Effect.

(f)             Business

Permit Consents. Each of the Consents with respect to the Business Permits shall have been obtained.

7.3            Additional

Conditions to Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction at

or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by the Company, in whole or

in part, to the extent permitted by applicable Law:

(a)            Representations

and Warranties of Parent and Merger Sub. (i) The representations and warranties of Parent and Merger Sub set forth in Section 5.1(a) (Organization,

Standing and Power), Section 5.2(a) and Section 5.2(b)(i) (Authority; No Violations; Approvals),

Section 5.4 (Funds) and Section 5.8 (Brokers) shall be true and correct in all material respects

as of the Closing Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified

date shall have been true and correct only as of such date), and (ii) all other representations and warranties of Parent and Merger

Sub set forth in Article V of this Agreement shall be true and correct as of the Closing Date, as though made on and as of

the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct only

as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to qualification

or exceptions contained therein as to “materiality” or “Parent Material Adverse Effect”) has not had, and would

not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b)            Performance

of Obligations of Parent and Merger Sub. Parent and Merger Sub each shall have performed, or complied with, in all material respects

all agreements and covenants required to be performed or complied with by them under this Agreement at or prior to the Effective Time.

Certificate. The Company shall have received a certificate of Parent signed by an officer of Parent, dated as of the Closing Date,

confirming that the conditions in Sections 7.3(a) and 7.3(b) have been satisfied.

7.4            Frustration

of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement,

on the failure of any condition set forth in Section 7.1, 7.2 or 7.3, as the case may be, to be satisfied if

such failure was caused by such party’s breach in any material respect of any provision of this Agreement.

ARTICLE VIII

TERMINATION

8.1            Termination.

This Agreement may be terminated and the Merger and the other Transactions contemplated hereby may be abandoned at any time prior to

the Effective Time, whether (except as expressly set forth below) before or after the Company Stockholder Approval has been obtained:

(a)            by

mutual written consent of the Company and Parent;

(b)            by

either the Company or Parent:

(i)            if

any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order, decree, ruling or injunction or

taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, however,

that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available to any party whose failure

to fulfill any material covenant or agreement under this Agreement has been the cause of or resulted in the action or event described

in this Section 8.1(b)(i) occurring;

(ii)           if

the Merger shall not have been consummated on or before 5:00 p.m. New York, New York time, on the date that is 12 months after the

date of this Agreement (such date being the “End Date”); provided, that if (A) the Effective Time has

not occurred by such date by reason of nonsatisfaction of the condition set forth in Section 7.1(c) or Section 7.2(f) and

(B) all other conditions in Article VII have theretofore been satisfied (other than those conditions that by their terms

are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or (to the extent permitted by Law) waived,

the End Date will be automatically extended to the date that is 15 months after the date of this Agreement (and all references to the

End Date herein shall be as so extended); provided, further, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall

not be available to any party whose failure to fulfill any material covenant or agreement under this Agreement has been the cause of

or resulted in the failure of the Merger to occur on or before such date;

(iii)          in

the event of a breach by the other party of any covenant or other agreement contained in this Agreement or if any representation and

warranty of the other party contained in this Agreement fails to be true and correct which (A) would give rise to the failure of

a condition set forth in Section 7.2(a) or 7.2(b) or Section 7.3(a) or 7.3(b), as

applicable, if it was continuing as of the Closing Date and (B) cannot be or has not been cured by the earlier of 30 days after

the giving of written notice to the breaching party of such breach or inaccuracy and the basis for such notice, and the date of the proposed

termination (a “Terminable Breach”); provided, however, that the terminating party is not then in Terminable

Breach of any representation, warranty, covenant or other agreement contained in this Agreement; or

(iv)          if

the Company Stockholder Approval shall not have been obtained upon a vote held at a duly held Company Stockholders Meeting;

Parent:

(i)            prior

to the time the Company Stockholder Approval is obtained, if (A) the Company Board shall have effected a Company Change of Recommendation

pursuant to and in accordance with Section 6.3(d)(iii) or (B) the Company shall have entered into a merger agreement,

letter of intent or other similar agreement relating to a Company Competing Proposal, excluding for the avoidance of doubt, the entry

into any Acceptable Confidentiality Agreement; or

(ii)            prior

to the time the Company Stockholder Approval is obtained, if the Company Board shall have effected a Company Change of Recommendation;

(d)            by

the Company,

(i)            in

order to enter into a definitive agreement with respect to a Company Superior Proposal; provided, however, that the Company

shall have contemporaneously with such termination tendered payment to Parent of both the fee pursuant to Section 8.3(a) and

the refund of the UWM Termination Fee pursuant to Section 8.3(c) and the Company has complied in all material respects with

all of its obligations under Section 6.3(d)(iii) in respect of such Company Superior Proposal.

8.2            Notice

of Termination; Effect of Termination.

(a)            A

terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination,

and, except as otherwise provided in Section 8.1(d), any termination shall be effective immediately upon delivery of such

written notice to the other party.

(b)            In

the event of termination of this Agreement by any party as provided in Section 8.1, this Agreement shall forthwith become

void and there shall be no liability or obligation on the part of any party except with respect to this Section 8.2, Section 6.6(b),

Section 8.3 and Article I and Article IX; provided, however, that notwithstanding anything

to the contrary herein, no such termination shall relieve any party from liability for any damages (including, in the case of the Company,

damages based on the consideration that would have otherwise been payable to the Company Stockholders, which shall be deemed to be damages

of the Company) for a willful breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Confidentiality

Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

8.3            Termination

Fee.

(a)            If

(i) Parent terminates this Agreement pursuant to Section 8.1(c) (Company Change of Recommendation), then

the Company shall pay Parent the Company Termination Fee (and the payment contemplated by clause (c) below) in cash by wire

transfer of immediately available funds to an account designated by Parent no later than three Business Days after notice of termination

of this Agreement; or (ii) the Company terminates this Agreement pursuant to Section 8.1(d) (Company Superior

Proposal), then the Company shall pay Parent the Company Termination Fee (and the payment contemplated by clause (c) below)

in cash by wire transfer of immediately available funds to an account designated by Parent contemporaneously with such termination of

this Agreement.

(b)            If

(i) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iv) (Failure to Obtain Company

Stockholder Approval), (ii) a Company Competing Proposal shall have been publicly disclosed and not publicly withdrawn prior

to the date of the Company Stockholders Meeting, and (iii) within 12 months after the date of such termination (A) any Company

Competing Proposal is consummated or (B) the Company enters into a definitive agreement with respect to such Company Competing Proposal

and subsequently consummates such Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee in cash by

wire transfer of immediately available funds to an account designated by Parent contemporaneously with the consummation of such Company

Competing Proposal. For purposes of this Section 8.3(b), any reference in the definition of Company Competing Proposal to

25% shall be deemed replaced with references to 50% and references to 75% shall be deemed to be replaced with references to 50%.

this Agreement is validly terminated (i) by Parent pursuant to a Terminable Breach by the Company pursuant to Section 8.1(b)(iii),

or (ii) pursuant to any circumstance in which the Company Termination Fee is payable by the Company to Parent, then the Company

shall pay or cause to be paid to Parent (or as directed by Parent) a termination fee, in return for the payment by Parent of the UWM

Termination Fee, in an amount equal to the UWM Termination Fee (the “UWM Termination Fee Refund”), (A) in the

case of a termination by the Company pursuant to Section 8.1(d), contemporaneously with such termination, and (B) in

all other circumstances in which the Company Termination Fee is payable by the Company to Parent, or upon a valid termination of this

Agreement by Parent pursuant to a Terminable Breach by the Company pursuant to Section 8.1(b)(iii), within three Business

Days following such termination.

(d)            The

parties agree that the agreements contained in this Section 8.3 are an integral part of the Transactions, and that, without

these agreements, the parties would not enter into this Agreement. Notwithstanding anything herein to the contrary, the parties agree

that the monetary remedies set forth in Section 8.1(d) and this Section 8.3 and the specific performance

remedies set forth in Section 9.11 shall be the sole and exclusive remedies of Parent and Merger Sub against the Company

and its Subsidiaries and any of their respective former, current or future general or limited partners, stockholders, managers, members,

Representatives or Affiliates for any liability, loss or damage based upon, arising out of or relating to this Agreement, the negotiation,

execution, performance or any actual or purported breach hereof or the Transactions (including the Merger) or in respect of any other

document or theory of law or equity or in respect of any representations, warranties, covenants or agreements made or alleged to be made

in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, and upon payment of such amount, none

of the Company and its Subsidiaries or any of their respective former, current or future general or limited partners, stockholders, managers,

members, Representatives or Affiliates shall have any further liability or obligation based upon, arising out of or relating to this

Agreement, the negotiation, execution, performance or any actual or purported breach hereof or the Transactions (including the Merger)

or in respect of any other document or theory of law or equity or in respect of any representations, warranties, covenants or agreements

made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise. Parent and

Merger Sub may pursue both a grant of specific performance in accordance with Section 9.11 and the monetary remedies set

forth in Section 8.1(d) and this Section 8.3; provided, however, that under no circumstances

shall Parent or Merger Sub be permitted or entitled to receive both a grant of specific performance that results in the Closing and any

money damages, including all or any portion of the Company Termination Fee or UWM Termination Fee Refund. For the avoidance of doubt,

in no event shall the Company be obligated to pay the Company Termination Fee or UWM Termination Fee Refund on more than one occasion,

whether or not the Company Termination Fee (or UWM Termination Fee Refund) may be payable under more than one provision of this Agreement

at the same or different times and upon the occurrence of different events.

ARTICLE IX

GENERAL PROVISIONS

9.1            Schedule

Definitions. All capitalized terms in the Company Disclosure Letter and the Parent Disclosure Letter shall have the meanings ascribed

to them herein except as otherwise defined therein.

9.2            Survival.

Except as otherwise provided in this Agreement, none of the representations, warranties, agreements and covenants contained in this Agreement

will survive the Closing; provided, however, that the agreements of the parties in Articles I, II, III

and IX, and Sections 6.6(b), 6.8, and 6.9 will survive the Closing. The Confidentiality Agreement shall (i) survive

termination of this Agreement in accordance with its terms and (ii) terminate as of the Effective Time. The covenants to be performed

prior to or at the Closing shall terminate at the Effective Time. This Section 9.2 shall not limit any covenant or agreement

of the parties which by its terms contemplates performance after the Effective Time.

9.3            Notices.

All notices, requests and other communications to any party under, or otherwise in connection with, this Agreement shall be in writing

and shall be deemed to have been duly given (a) if delivered in person; (b) if transmitted by electronic mail (without receipt

of a delivery failure message); or (c) if transmitted by national overnight courier, in each case as addressed as follows:

(i)

to Parent or Merger Sub, to:

CrossCountry

Intermediate Holdco, LLC

2160

Superior Avenue

Cleveland,

Ohio 44114

Attention:

Madhur Agarwal; Alex Ragon

E-mail:

with

required copies to (which copies shall not constitute notice):

Simpson

Thacher & Bartlett LLP

425

Lexington Avenue

New

York, NY 10017

Attention:

Ravi

Purushotham

E-mail:

(ii)

to the Company, to:

Two

Harbors Investment Corp.

1601

Utica Avenue South, Suite 900

St.

Louis Park, MN 55416

Attention:

Rebecca

B. Sandberg

E-mail:

with

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

Jones

Day

250

Vesey Street

New

York, NY 10281

Attention:

Braden McCurrach

Jared Hasson

Email:

9.4            Rules of

Construction.

(a)            Each

of the parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the

execution of this Agreement and that it has executed the same with the advice of independent counsel. Each party and its counsel cooperated

in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged

between the parties shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation.

Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against

any party that drafted it is of no application and is hereby expressly waived.

(b)            The

inclusion of any information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed an admission or acknowledgment,

in and of itself and solely by virtue of the inclusion of such information in the Company Disclosure Letter or Parent Disclosure Letter,

as applicable, that such information is required to be listed in the Company Disclosure Letter or Parent Disclosure Letter, as applicable,

that such items are material to the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole,

as the case may be, or that such items have resulted in a Company Material Adverse Effect or a Parent Material Adverse Effect. The headings,

if any, of the individual sections of each of the Parent Disclosure Letter and Company Disclosure Letter are inserted for convenience

only and shall not be deemed to constitute a part thereof or a part of this Agreement. The Company Disclosure Letter and Parent Disclosure

Letter are arranged in sections corresponding to the Sections of this Agreement merely for convenience, and the disclosure of an item

in one section of the Company Disclosure Letter or Parent Disclosure Letter, as applicable, as an exception to a particular representation

or warranty shall be deemed adequately disclosed as an exception with respect to all other representations or warranties to the extent

that the relevance of such item to such representations or warranties is reasonably apparent from the face of such item, notwithstanding

the presence or absence of an appropriate section of the Company Disclosure Letter or Parent Disclosure Letter with respect to such other

representations or warranties or an appropriate cross reference thereto.

specification of any dollar amount in the representations and warranties or otherwise in this Agreement or in the Company Disclosure

Letter or Parent Disclosure Letter is not intended and shall not be deemed to be an admission or acknowledgment of the materiality of

such amounts or items, nor shall the same be used in any dispute or controversy between the parties to determine whether any obligation,

item or matter (whether or not described herein or included in any schedule) is or is not material for purposes of this Agreement.

(d)            All

references in this Agreement to Annexes, Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding

Annexes, Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise.

All Annexes, Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement

as if set forth in full herein. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this

Agreement are for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisions, and shall

be disregarded in construing the language contained therein. The words “this Agreement,” “herein,” “hereby,”

“hereunder” and “hereof” and words of similar import, refer to this Agreement as a whole and not to any particular

subdivision unless expressly so limited. The words “this Section,” “this subsection” and words of similar import,

refer only to the Sections or subsections hereof in which such words occur. The word “including” (in its various forms) means

“including, without limitation.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include

any other gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the

plural and vice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained

herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. Unless the context otherwise

requires, all references to a specific time shall refer to New York, New York time. Unless otherwise specifically indicated, all references

to “dollars” or “$” shall refer to the lawful currency of the United States.

(e)            In

this Agreement, including the Company Disclosure Letter and Parent Disclosure Letter, except as the context may otherwise require, references

to: (i) any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation

as amended, modified, supplemented, restated or replaced from time to time; (ii) any Governmental Entity include any successor to

that Governmental Entity; (iii) any applicable Law refers to such applicable Law as amended, modified, supplemented or replaced

from time to time (and, in the case of statutes, include any rules and regulations promulgated under such statute) and references

to any section of any applicable Law or other law include any successor to such section; and (iv) “days” mean calendar

days. Unless otherwise specified in this Agreement, when calculating the period of time within which, or following which, any action

is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the

last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken

hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

When used in reference to the Company or its Subsidiaries, the term “material” shall be measured against the Company and

its Subsidiaries, taken as a whole. Each reference to the Effective Time shall be deemed to be followed by the words “(if any).”

Unless otherwise specified, the words “provided,” “furnished,” “made available to” or “delivered

to” Parent or Merger Sub (or words of similar import) include (x) the documents posted to the “Cognac” virtual

data room maintained and hosted on behalf of the Company by Datasite and viewable to Parent and Merger Sub, in each case, at least one

Business Day prior to the execution of this Agreement or (y) the documents that are publicly available in the Electronic Data Gathering,

Analysis and Retrieval (EDGAR) database of the SEC, in each case, at least one Business Day prior to the execution of this Agreement.

9.5            Counterparts.

This Agreement may be executed in two or more counterparts, including via email in “portable document format” (.pdf) form

transmission, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have

been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .pdf format shall be sufficient

to bind the parties to the terms and conditions of this Agreement.

9.6            Entire

Agreement; Third Party Beneficiaries.

(a)            This

Agreement (together with the Confidentiality Agreement, the other Transaction Agreements and any other documents and instruments executed

pursuant hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among

the parties with respect to the subject matter hereof.

(b)            Except

for the provisions of Article III (including, for the avoidance of doubt, the rights of the former holders of Company Common

Stock to receive the applicable Merger Consideration) and Sections 6.8 and 6.9 (which from and after the Effective Time

are intended for the benefit of, and shall be enforceable by, the Persons referred to therein and by their respective heirs and representatives),

nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties any right, benefit

or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, in the event of Parent’s

or Merger Sub’s willful breach of this Agreement or intentional fraud, then the Company Stockholders, acting solely through the

Company, shall be beneficiaries of this Agreement and shall be entitled to pursue any and all legally available remedies, including equitable

relief, and to seek recovery of all losses, liabilities, damages, costs and expenses of every kind and nature, including reasonable attorneys’

fees; provided, however, that, to the fullest extent permitted by applicable Law, the rights granted pursuant to this sentence

shall be enforceable only by the Company, on behalf of the Company Stockholders, in the Company’s sole discretion, it being understood

and agreed that such rights shall attach to such shares of Company Common Stock and subsequently trade and transfer therewith and, consequently,

any damages, settlements, or other amounts recovered or received by the Company with respect to such rights may, in the Company’s

sole discretion, be (a) distributed, in whole or in part, by the Company to the holders of shares of Company Common Stock of record

as of any date determined by the Company or (b) retained by the Company for the use and benefit of the Company on behalf of its

stockholders in any manner the Company deems fit. Notwithstanding anything to the contrary in the foregoing, the Financing Source Provisions

shall inure to the benefit of the Financing Sources, which are hereby expressly intended to be third-party beneficiaries thereof and

the Financing Sources shall be entitled to rely on and enforce all obligations and other rights provided in such Sections and provisions.

9.7            Governing

Law; Venue; Waiver of Jury Trial.

(a)            THIS

AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS

AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE

LAWS OF THE STATE OF MARYLAND, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

(b)            THE

PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE CIRCUIT COURTS OF BALTIMORE CITY, MARYLAND AND TO THE JURISDICTION OF THE UNITED

STATES DISTRICT COURT FOR THE STATE OF MARYLAND, NORTHERN DIVISION, AND ANY APPELLATE COURTS THEREOF (COLLECTIVELY, THE “MARYLAND

COURTS”) IN ANY ACTION OR PROCEEDING THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS

AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR IN RESPECT OF THE TRANSACTIONS, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT,

AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO

OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THE MARYLAND COURTS OR THAT VENUE THEREOF MAY NOT

BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY

AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH COURTS. THE PARTIES

HEREBY CONSENT TO AND GRANT ANY SUCH MARYLAND COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH

DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN

SECTION 9.3 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. EACH PARTY

AGREES, WITH RESPECT TO ANY ACTION OR PROCEEDING FILED IN ANY MARYLAND STATE COURT THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT

OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR IN RESPECT OF THE TRANSACTIONS, TO JOINTLY REQUEST

AN ASSIGNMENT TO THE MARYLAND BUSINESS AND TECHNOLOGY CASE MANAGEMENT PROGRAM.

PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT

ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY

JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY

CERTIFIES AND ACKNOWLEDGES THAT (I) 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; (II) SUCH PARTY UNDERSTANDS

AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH

PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.7.

(d)            NOTWITHSTANDING

ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH OF THE PARTIES (I) AGREES THAT ANY PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER

IN CONTRACT OR IN TORT OR OTHERWISE, INVOLVING THE FINANCING SOURCES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER

DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED AND DELIVERED IN CONNECTION WITH THIS AGREEMENT, THE DEBT COMMITMENT LETTER, THE FINANCING

OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING THE TRANSACTIONS) OR THE PERFORMANCE OF ANY SERVICES THEREUNDER SHALL BE SUBJECT

TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, SO LONG AS SUCH FORUM IS

AND REMAINS AVAILABLE, AND ANY APPELLATE COURT THEREOF AND EACH PARTY HERETO IRREVOCABLY SUBMITS ITSELF AND ITS PROPERTY WITH RESPECT

TO ANY SUCH PROCEEDING TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, (II) AGREES THAT ANY SUCH PROCEEDING SHALL BE GOVERNED BY THE

LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAWS

OF ANOTHER STATE), EXCEPT AS OTHERWISE PROVIDED IN ANY APPLICABLE COMMITMENT LETTER OR OTHER APPLICABLE DEFINITIVE DOCUMENT AGREEMENT

RELATING TO ANY FINANCING, (III) AGREES NOT TO BRING OR SUPPORT ANY PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR IN

EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY FINANCING SOURCE IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT

OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED AND DELIVERED IN CONNECTION WITH THIS AGREEMENT, THE DEBT COMMITMENT LETTER,

THE FINANCING OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING THE TRANSACTIONS) OR THE PERFORMANCE OF ANY SERVICES THEREUNDER

IN ANY FORUM OTHER THAN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, (IV) IRREVOCABLY WAIVES, TO

THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH PROCEEDING IN

ANY SUCH COURT, AND (V) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL

BY JURY IN ANY PROCEEDING BROUGHT AGAINST THE FINANCING SOURCES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER

DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED AND DELIVERED IN CONNECTION WITH THIS AGREEMENT, THE DEBT COMMITMENT LETTER, THE FINANCING

OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING THE TRANSACTIONS) OR THE PERFORMANCE OF ANY SERVICES THEREUNDER.

9.8            No

Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this

Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take

an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations

contained or set forth herein shall not in any way be affected or impaired thereby, unless the foregoing inconsistent action or the failure

to take an action constitutes a material breach of this Agreement or makes this Agreement impossible to perform, in which case this Agreement

shall terminate.

9.9            Assignment.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by

operation of law or otherwise) without the prior written consent of the other party. Subject to the preceding sentence, this Agreement

will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Any purported assignment in violation of this Section 9.9 shall be void.

9.10           Affiliate

Liability. Each of the following is herein referred to as a “Company Affiliate”: (a) any direct or indirect

holder of equity interests or securities in the Company, and (b) any director, officer, employee, representative or agent of the

Company. To the fullest extent permitted by applicable Law, no Company Affiliate shall have any liability or obligation to Parent or

Merger Sub of any nature whatsoever in connection with or under this Agreement or the Transactions, and Parent and Merger Sub hereby

waive and release all claims of any such liability and obligation.

9.11          Remedies;

Specific Performance.

(a)            Except

as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive

of any other remedy conferred hereby, or by Law or equity upon such party and the exercise by a party of any one remedy will not preclude

the exercise of any other remedy.

(b)            The

parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any

of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties.

Prior to the termination of this Agreement pursuant to Section 8.1, it is accordingly agreed that the parties shall be entitled

to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this

Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance

with this Section 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement

at law or in equity.

parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not

to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened

breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the

terms of this Section 9.11. Each party further agrees that no other party or any other Person shall be required to obtain,

furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11,

and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof

by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such

action.

9.12          Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by rule of Law or public policy,

all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal

substance of the Merger is not affected in any manner materially adverse to any party. Upon such determination that any term or other

provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as

to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the Merger is fulfilled to

the extent possible.

9.13           Amendment.

This Agreement may be amended by the parties, by action taken or authorized by their respective board of directors or managing member,

as applicable, at any time before or after approval of the Merger by the Company Stockholders, but, after any such approval, no amendment

shall be made which by Law would require the further approval by the Company Stockholders without first obtaining such further approval.

This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. Notwithstanding anything

contained herein to the contrary, no amendment, waiver, supplement or other modification to any Financing Source Provisions that are

adverse to the Financing Sources in their capacities as such may be made without the prior written consent of the applicable Financing

Source.

9.14           Extension;

Waiver. At any time prior to the Effective Time, either the Company, on the one hand, and Parent and Merger Sub, on the other hand,

may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the

obligations or acts of the other party hereunder; (b) waive any inaccuracies in the representations and warranties of the other

party contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions

of the other party contained herein. Notwithstanding the foregoing, no failure or delay by the Company or Parent in exercising any right

hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of

any other right hereunder. No agreement on the part of a party to any such extension or waiver shall be valid unless set forth in an

instrument in writing signed on behalf of such party. Notwithstanding anything to the contrary in this Agreement, none of the Financing

Source Provisions may be waived (and time for performance thereunder may not be extended) in a manner that is adverse to the Financing

Sources in their capacities as such without the prior written consent of the Financing Sources.

9.15           Liability

of the Financing Sources. Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its Subsidiaries,

nor any of their respective Affiliates or Representatives, shall have any rights or claims against any Financing Source in connection

with this Agreement or any other document, instrument or agreement executed and delivered in connection with this Agreement, the Debt

Commitment Letter, the Financing or any of the transactions contemplated thereby (including the Transactions) or the performance of any

services thereunder, and no Financing Source shall have any liability or obligation to, or be subject to any Proceeding brought by, the

Company or any of its Subsidiaries or any of their respective Affiliates or Representatives in connection with this Agreement or any

other document, instrument or agreement executed or delivered in connection with this Agreement, the Debt Commitment Letter, the Financing

or any of the transactions contemplated thereby (including the Transactions) or the performance of any services thereunder, whether at

law or equity, in contract, in tort or otherwise; provided that nothing in this Section 9.15 shall in any way limit, negate

or otherwise impair in any respect any Financing Source’s obligations to the Parent and Merger Sub under the Debt Commitment Letter;

provided, further, that following the consummation of the Transactions, the foregoing will not limit the rights of any

Parties under the definitive documentation for the Financing.

[Signature Pages Follow]

WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized,

all as of the date first written above.

CROSSCOUNTRY

INTERMEDIATE HOLDCO, LLC

By:

/s/ Ron Leonhardt

Name:

Ron Leonhardt

Title:

Authorized Signatory

CROSSCOUNTRY

MERGER CORP.

By:

/s/

Ron Leonhardt

Name:

Ron Leonhardt

Title:

Authorized Signatory

[Signature Page to Agreement

and Plan of Merger]

TWO HARBORS

INVESTMENT CORP.

By:

/s/ William Greenberg

Name:

William

Greenberg

Title:

President

and Chief Executive Officer

[Signature Page to Agreement

and Plan of Merger]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm269980d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

TWO and CrossCountry Mortgage Announce

Definitive Merger Agreement

TWO Stockholders to Receive $10.80 Per Share

in Cash

TWO Terminates Prior Agreement with UWM Holdings

Corporation

New York, March 27, 2026 – Business

Wire – TWO (Two Harbors Investment Corp., NYSE: TWO), an MSR-focused REIT and one of the largest servicers of

conventional mortgages in the country through its wholly-owned subsidiary RoundPoint Mortgage Servicing LLC, and CrossCountry Intermediate

Holdco, LLC, an affiliate of CrossCountry Mortgage, LLC (“CrossCountry” or “CCM”) today announced that

they have entered into a definitive merger agreement pursuant to which CrossCountry will acquire all of the outstanding shares of TWO

common stock for $10.80 per share in cash.

In connection

with entering into the merger agreement with CrossCountry, TWO has terminated its previously announced merger agreement, dated December 17,

2025, with UWM Holdings Corporation (NYSE: UWMC). CrossCountry, on behalf of TWO, agreed to pay the termination fee of $25.4 million to

UWMC in accordance with the terms of the UWMC merger agreement. TWO’s special meeting of stockholders to approve the UWMC merger,

which was scheduled to be held on April 7, 2026, has been canceled.

The combination

of CCM, the nation's largest distributed retail mortgage lender, with TWO’s mortgage servicing rights portfolio and RoundPoint’s

mortgage servicing platform, creates a fully integrated mortgage company. Together, the platform spans the full mortgage customer lifecycle

— from origination through servicing — driving higher customer retention, recurring revenue streams, and lower customer acquisition

costs.

“We

are extremely excited to partner with the entire TWO team on this strategic transaction, combining TWO’s best-in-class capital markets

team and RoundPoint’s established servicing infrastructure and operational expertise with CCM’s #1 retail origination and

servicing platform,” said Ron Leonhardt, Founder and CEO of CrossCountry Mortgage. “This transaction further solidifies CCM’s

position as a one-of-one player in the mortgage market, with the #1 retail origination platform for the third year in a row and the #6

non-bank servicing platform with over $370 billion in unpaid principal balance.”

Prior to

the closing of the merger, TWO intends to pay regular quarterly dividends in the ordinary course consistent with past practice for all

completed quarterly periods. TWO does not intend to pay a partial dividend for the quarter in which the closing occurs in the event the

closing does not occur as of quarter-end. TWO’s common stock dividend is a function of several factors, including sustainability,

earnings and return potential of the portfolio, taxable income, impact to book value and the market environment.

Transaction Details and Timing

Under the terms of the agreement, TWO stockholders

will receive $10.80 in cash for each share of TWO common stock. Holders of TWO’s Series A, Series B and Series C

Preferred Stock will have their shares redeemed following the closing of the transaction at $25.00 per share, plus any accumulated and

unpaid dividends, in accordance with the terms of the preferred stock.

The TWO Board of Directors has unanimously approved

the merger agreement and recommends that TWO stockholders vote to approve the transaction.

The transaction is expected to close in the second

half of 2026 following satisfaction of customary closing conditions, including approval by TWO stockholders and receipt of customary regulatory

approvals. The transaction is not subject to any financing condition.

Upon completion of the transaction, TWO common

stock will be delisted from the New York Stock Exchange, TWO will cease to be a publicly traded company, and TWO will become a wholly

owned subsidiary of CrossCountry.

Advisors

Houlihan

Lokey Capital, Inc. is acting as financial advisor and Jones Day is acting as legal counsel to TWO. Citigroup Global Markets Inc.

is acting as financial advisor and Simpson Thacher & Bartlett LLP is acting as legal counsel to CCM.

About

TWO

Two

Harbors Investment Corp., or TWO, a Maryland corporation, is a real estate investment trust that invests in mortgage servicing rights,

residential mortgage-backed securities, and other financial assets. TWO is headquartered in St. Louis Park, MN.

About CCM

CrossCountry

Mortgage is the nation’s number one distributed retail mortgage lender with more than 8,000 employees operating over 700 branches

and servicing loans across all 50 states, D.C. and Puerto Rico. Our company has been recognized ten times on the Inc. 5000 list of America’s

fastest-growing private businesses and has received many awards for our standout culture. We offer more than 120 mortgage purchase, refinance

and home equity solutions – ranging from conventional and jumbo mortgages to government-insured programs from FHA and programs for

Veterans and rural homebuyers – and we are a direct lender and approved seller and servicer by Freddie Mac, Fannie Mae, and Ginnie

Mae NMLS #3029. Through our dedication to getting it done, we make every mortgage feel like a win. For more information, visit crosscountrymortgage.com.

FORWARD-LOOKING STATEMENTS

This press release may

contain “forward-looking statements,” including certain plans, expectations, goals, projections and statements about the benefits

and synergies of the proposed transaction; descriptions of the combined company and its operations, integration and transition plans,

synergies and anticipated future performance; future opportunities for the combined company; TWO’s and CrossCountry’s plans,

objectives, expectations and intentions, the expected timing of completion of the proposed transaction, the ability of the parties to

complete the proposed transaction considering the various closing conditions; and other statements that are not historical facts. Such

statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts,

including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be

subject to the safe harbor provided by Section 27A of the Securities Act and Section 21E of the Exchange Act and the Private

Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this press release that

address activities, events or developments that TWO or CrossCountry expects, believes or anticipates will or may occur in the future are

forward-looking statements. Words such as “project,” “predict,” “believe,” “expect,” “anticipate,”

“potential,” “create,” “estimate,” “plan,” “continue,” “intend,”

“could,” “should,” “may,” “foresee,” “will,” “guidance,” “look,”

“outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,”

“work,” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection

with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does

not mean that the statements are not forward-looking. Projected and estimated numbers are used for illustrative purposes only, are not

forecasts and may not reflect actual results. These statements are not guarantees of future performance and involve certain risks, uncertainties

and assumptions that are difficult to predict. TWO’s ability to predict results or the actual effect of future events, actions,

plans or strategies is inherently uncertain. Although TWO believes the expectations reflected in any forward-looking statements are based

on reasonable assumptions, it can give no assurance that their expectations will be attained and therefore, actual outcomes and results

may differ materially from what is expressed or forecasted in such forward-looking statements.

There are a number of

risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this press

release. These include, among other things: the expected timing and likelihood of completion of the proposed transaction; the ability

to successfully integrate the businesses; the occurrence of any event, change or other circumstances that could give rise to the termination

of the proposed transaction; the potential failure to receive, on a timely basis or otherwise, the required approvals of the proposed

transaction, including stockholder approval by TWO stockholders, and the potential failure to satisfy the other conditions to the consummation

of the proposed transaction in a timely manner or at all; risks related to disruption of management’s attention from ongoing business

operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects

on the market price of TWO common stock; the risk that the proposed transaction and its announcement could have an adverse effect on

the ability of TWO to retain and hire key personnel and the effect on TWO’s operating results and business generally; the outcome

of any legal proceedings relating to the proposed transaction; including stockholder litigation in connection with the proposed transaction;

the risk that restrictions during the pendency of the proposed transaction may impact TWO’s ability to pursue certain business

opportunities or strategic transactions; that TWO may be adversely affected by other economic, business or competitive factors; changes

in future loan production; the availability of suitable investment opportunities; changes in interest rates; changes in the yield curve;

changes in prepayment rates; the availability and terms of financing; general economic conditions; market conditions; conditions in the

market for mortgage-related investments; legislative and regulatory changes that could adversely affect TWO’s business. All such

factors are difficult to predict and are beyond the control of TWO and CrossCountry, including those detailed in TWO’s annual reports

on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K that are available on TWO’s website

at www.twoinv.com/investors and on the SEC’s website at www.sec.gov.

Each of the forward-looking

statements of TWO are based on assumptions that TWO believes to be reasonable but that may not prove to be accurate. Any forward-looking

statement speaks only as of the date on which such statement is made, and TWO does not undertake any obligation to correct or update any

forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers

are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

IMPORTANT ADDITIONAL

INFORMATION AND WHERE TO FIND IT

In connection with the

proposed transaction, TWO will file with the SEC a preliminary proxy statement. The proposed transaction will be submitted to the TWO

stockholders for their approval. TWO may also file other documents with the SEC regarding the proposed transaction. The definitive proxy

statement will be sent to the TWO stockholders and will contain important information about the proposed transaction and related matters.

This document is not a substitute for the proxy statement that will be filed with the SEC or any other documents that TWO may file with

the SEC or send to TWO stockholders in connection with the proposed transaction. INVESTORS AND SECURITYHOLDERS OF TWO ARE ADVISED TO READ

THE PROXY STATEMENT REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR

WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY

WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and securityholders may obtain a free copy

of the proxy statement (when available) and all other documents filed or that will be filed with the SEC by TWO on the SEC’s website

at www.sec.gov. Copies of documents filed with the SEC by TWO will be made available free of charge on TWO’s website at www.twoinv.com/investors

or by directing a request to: Two Harbors Investment Corp., 1601 Utica Avenue South, Suite 900, St. Louis Park, MN 55416, Attention:

Investor Relations.

PARTICIPANTS IN THE

SOLICITATION

TWO and its directors,

executive officers and certain other members of management and employees of TWO may be deemed to be “participants” in the

solicitation of proxies from the TWO stockholders in connection with the proposed transaction. Securityholders can find information about

TWO and its directors and executive officers and their ownership of TWO common stock in TWO’s annual report on Form 10-K for

the fiscal year ended December 31, 2025 and in its definitive proxy statement relating to its 2025 annual meeting of stockholders

filed with the SEC on April 2, 2025 (the “TWO 2025 Proxy”). Please refer to the sections captioned “Compensation

Discussion and Analysis”, “Summary Compensation Table”, “Stock Ownership” and “Proposal 2: Advisory

Vote Relating to Executive Compensation” in the TWO 2025 Proxy. Any changes in the holdings of TWO’s securities by its directors

or executive officers from the amounts described in the TWO 2025 Proxy have been reflected in Statements of Change in Ownership on Form 4

filed with the SEC subsequent to the filing date of the TWO 2025 Proxy and are available on the SEC’s website at www.sec.gov. Additional

information regarding the interests of such individuals in the proposed transaction will be included in the proxy statement relating to

the proposed transaction when it is filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

Contact

Margaret Karr, Head

of Investor Relations, TWO, (612) 453-4080, Margaret.Karr@twoinv.com

Natalie Lonjak, Director, Corporate Communications, CrossCountry Mortgage,

(216) 377-2186, Natalie.Lonjak@ccm.com

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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- Definition

Name of the City or Town

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- Definition

Code for the postal or zip code

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- Definition

Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

+ Details

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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