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0001628280-23-028638 Sample Contracts

AGREEMENT AND PLAN OF MERGER among AG MORTGAGE INVESTMENT TRUST, INC., AGMIT MERGER SUB, LLC, WESTERN ASSET MORTGAGE CAPITAL CORPORATION and, solely for the limited purposes set forth herein, AG REIT MANAGEMENT, LLC Dated as of August 8, 2023
Merger Agreement • August 9th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2023 (this “Agreement”), by and among AG Mortgage Investment Trust, Inc., a Maryland corporation (“Parent”), AGMIT Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and, solely for purposes of Section 3.3(a), Section 3.3(i), Article V, Section 6.13, Section 7.2, Section 7.3 and Article IX, AG REIT Management, LLC, a Delaware limited liability company (“Parent Manager”).

Standard Contracts

FOURTH AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • August 9th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York

THIS FOURTH AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made as of August 8, 2023, by and between AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”), and AG REIT Management, LLC, a Delaware limited liability company (the “Manager” and together with the Company, the “Parties”).

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • August 9th, 2023 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York

THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2023, by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, LLC, a California limited liability company (the “Manager”), and, solely for the purposes of Sections 1(b), 5 and 10 hereof, AG Mortgage Investment Trust, Inc., a Maryland corporation (“Parent”). The Company, the Manager and Parent are each sometimes referred to herein as a “Party,” and collectively as, the “Parties.” Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Management Agreement or the Merger Agreement (each as defined below), as the case may be.