AGREEMENT AND PLAN OF MERGER BY AND AMONG ANNALY CAPITAL MANAGEMENT, INC. MOUNTAIN MERGER SUB CORPORATION AND MTGE INVESTMENT CORP. DATED AS OF MAY 2, 2018Merger Agreement • May 3rd, 2018 • Annaly Capital Management Inc • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 2, 2018, is by and among ANNALY CAPITAL MANAGEMENT, INC., a Maryland corporation (“Parent”), MOUNTAIN MERGER SUB CORPORATION, a Maryland corporation and a wholly owned subsidiary of Parent (“Purchaser”), and MTGE INVESTMENT CORP., a Maryland corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement. Parent, Purchaser and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
