AGREEMENT AND PLAN OF MERGER among ELLINGTON FINANCIAL INC., EF MERGER SUB INC., ARLINGTON ASSET INVESTMENT CORP. and, solely for the limited purposes set forth herein, ELLINGTON FINANCIAL MANAGEMENT LLC Dated as of May 29, 2023Merger Agreement • May 31st, 2023 • Ellington Financial Inc. • Real estate • Virginia
AGREEMENT AND PLAN OF MERGER, dated as of May 29, 2023 (this “Agreement”), by and among Ellington Financial Inc., a Delaware corporation (“Parent”), EF Merger Sub Inc., a Virginia corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), Arlington Asset Investment Corp., a Virginia corporation (the “Company”), and, solely for purposes of Section 2.7, Section 3.1(b)(i)(B), Section 3.3(a), Section 3.3(i), Article V, Section 6.8, Section 6.11, Section 7.2, Section 7.3, Section 8.2(b) and Article IX, Ellington Financial Management LLC, a Delaware limited liability company (“Parent Manager”).
