Exhibit 10.1

EXECUTION VERSION

MANAGEMENT AGREEMENT

by and between

FIVE OAKS INVESTMENT CORP.

and

HUNT INVESTMENT MANAGEMENT, LLC

Dated as of January 18, 2018

This MANAGEMENT AGREEMENT is dated as of January 18, 2018 (the “ Effective Date ”), by and between Five Oaks Investment Corp., a Maryland corporation (the “ Company ”), and Hunt Investment Management, LLC, a Delaware limited liability company (the “ Manager ”).

WITNESSETH :

WHEREAS, the Company was formed as a Maryland corporation and elected to, and intends to continue to, be treated as a real estate investment trust for U.S. federal income tax purposes;

WHEREAS, the Company and Oak Circle Capital Partners LLC (“ Oak Circle ”) entered into the Management Agreement, dated as of May 16, 2012 (the “ Original Management Agreement ”);

WHEREAS, immediately prior to the execution of this Agreement, the Company and Oak Circle entered into a Termination Agreement to mutually terminate the Original Management Agreement; and

WHEREAS, the Company and the Manager desire enter into this Agreement on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and agreements hereinafter set forth, the parties hereto hereby agree as follows:

Section 1.             Definitions.

(a)          The following terms shall have the meanings set forth in this Section 1(a) :

“ Advisers Act ” means the United States Investment Advisers Act of 1940, as amended.

“ Affiliate ” means, with respect to any Person, (a) any other Person directly or indirectly controlling, controlled by or under common control with such Person, (b) any executive officer or general partner of such Person and (c) any legal entity for which such Person acts as an executive officer or general partner; provided, that it is acknowledged and agreed that (x) Hunt (other than HCH and its subsidiaries) shall not be deemed an Affiliate of the Manager for purposes of the Related Party Transaction and Allocation Policies or Section 2(n) and (y) the Company and its Subsidiaries shall not be deemed an Affiliate of Hunt.

“ Agreement ” means this Management Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“ Automatic Renewal Term ” has the meaning set forth in Section 12(b) hereof.

“ Bankruptcy ” means, with respect to any Person, (a) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal, state or foreign insolvency law, or such Person’s filing an answer consenting to or acquiescing in any such petition, (b) the making by such Person of any assignment for the benefit of its creditors, (c) the expiration of sixty (60) days after the filing of an involuntary petition under Title 11 of the United States Code, an application for the appointment of a receiver for a material portion of the assets of such Person, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal, state or foreign insolvency law, provided , that the same shall not have been vacated, set aside or stayed within such sixty (60)-day period or (d) the entry against such Person of a final and non-appealable order for relief under any bankruptcy, insolvency or similar law now or hereinafter in effect.

“ Base Management Fee ” means the base management fee, calculated and payable quarterly in arrears, in an amount equal to one point five percent (1.50%) per annum (0.375% per quarter) of the Company’s Stockholders’ Equity.

“ Board of Directors ” means the board of directors of the Company.

“ Business Day ” means any day when commercial banks are generally open for business in New York, New York.

“ Claim ” has the meaning set forth in Section 10(c) hereof.

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Common Shares ” means the shares of common stock, par value $0.01, of the Company.

“ Company ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Company Account ” has the meaning set forth in Section 5 hereof.

“ Company Indemnified Party ” has the meaning set forth in Section 10(b) hereof.

“ Conduct Policies ” has the meaning set forth in Section 2(s) hereof.

“ Confidential Information ” means all non-public information, written or oral, obtained by a party in connection with the services rendered hereunder. Notwithstanding the foregoing, Confidential Information shall not include any information which is, and shall no longer include any information once it becomes, generally available to the public (other than as a result of a violation of this Agreement), or available to the Manager or the Company, as applicable, on a non-confidential basis from a source other than the other party, its members, officers, employees, agents or representatives that is not prohibited from disclosing such information to the applicable party by a legal or fiduciary obligation.

“ Core Earnings ” means the net income (loss) attributable to the holders of Common Shares or, without duplication, owners of the Company’s Subsidiaries, computed in accordance with GAAP, including realized losses not otherwise included in GAAP net income (loss) and excluding (i) non-cash equity compensation expense, (ii) the Incentive Compensation, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other similar non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income, and (v) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items after discussions between the Manager and the Board and approval by Special Board Approval.

“ Custodian ” means Well Fargo Bank, National Association, or a successor custodian approved by the Board of Directors.

“ Effective Date ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Effective Termination Date ” has the meaning set forth in Section 12(c) hereof.

“ Excess Funds ” has the meaning set forth in Section 2(t) hereof.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

“ GAAP ” means generally accepted accounting principles in effect in the United States on the date such principles are applied.

“ Governing Instruments ” means, with regard to any entity, the trust instrument in the case of a trust, the articles of incorporation or certificate of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the certificate of formation and operating agreement in the case of a limited liability company, or similar governing documents, in each case as amended.

“ HCH ” means HCH Holdings, LLC, a Delaware limited liability company.

“ Hunt ” means, collectively, Hunt Companies, Inc., a Delaware corporation, and any Affiliate thereof.

“ Incentive Compensation ” means the incentive fee calculated and payable with respect to each fiscal quarter commencing with the quarter in which the first anniversary of the Effective Date occurs (or part thereof that this Agreement is in effect) in arrears in an amount, not less than zero, equal to:

(i)          for the first full fiscal quarter following the first anniversary of the Effective Date, the product of (A) 20% and (B) the excess of (1) Core Earnings of the Company for such fiscal quarter, over (2) the product of (x) the Stockholders’ Equity as of the end of such fiscal quarter, and (y) 8% per annum (2% per quarter);

(ii)         for each of the second, third and fourth full fiscal quarters following the first anniversary of the Effective Date, the excess of (A) the product of (1) 20% and (2) the excess of (x) Core Earnings of the Company for the fiscal quarter(s) following the first anniversary of the Effective Date, over (y) the product of (I) the Stockholders’ Equity in the fiscal quarter(s) following the first anniversary of the Effective Date, and (II) 8% per annum (2% per quarter), over (B) the sum of any Incentive Compensation paid to the Manager with respect to the prior fiscal quarter(s) following the Effective Date (other than the most recent fiscal quarter); and

(iii)        for each fiscal quarter thereafter, the excess of (A) the product of (1) 20% and (2) the excess of (x) Core Earnings of the Company for the previous twelve (12)-month period, over (y) the product of (I) the Stockholders’ Equity in the previous twelve (12)-month period, and (II) 8% per annum, over (B) the sum of any Incentive Compensation paid to the Manager with respect to the first three fiscal quarters of such previous twelve (12)-month period.

Incentive Compensation shall be pro-rated for partial periods, to the extent necessary, based on the number of days elapsed or remaining in such period, as the case may be (including any fiscal quarter during which the first anniversary of the Effective Date occurs and any fiscal quarter during which the effective date of the termination of this Agreement occurs).

“ Indemnified Party ” has the meaning set forth in Section 10(b) hereof.

“ Independent Director ” means a member of the Board of Directors who is not an officer or employee of the Manager or any Affiliate thereof and who otherwise is “independent” in accordance with the rules of the NYSE or such other securities exchange on which the Common Shares may be listed.

“ Initial Term ” has the meaning set forth in Section 12(a) hereof.

“ Investment Company Act ” means the United States Investment Company Act of 1940, as amended.

“ Investment Policies ” means the Company’s investment policies, a copy of which is attached hereto as Exhibit A , as the same may be amended, restated, modified, supplemented or waived by the Manager, subject to Special Board Approval as specified therein.

“ Losses ” has the meaning set forth in Section 10(a) hereof.

“ Manager ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Manager Change of Control ” means the occurrence of any of the following: (a) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Manager, taken as a whole, to any Person other than one or more Affiliates of the Manager, the Company or a Subsidiary; (b) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Affiliates of the Manager, the Company or a Subsidiary, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of fifty percent (50%) or more of the total voting power of the voting securities of the Manager; or (c) a transfer of a controlling block of the Manager’s securities as defined in the definition of “assignment” in the Advisers Act and the rules and regulations of the SEC thereunder.

“ Manager Indemnified Party ” has the meaning set forth in Section 10(a) hereof.

“ Manager Permitted Disclosure Parties ” means (a) officers, directors, employees, agents, representatives, advisors of the Manager and its Affiliates who need to know the Company’s Confidential Information for the purpose of rendering services hereunder or in furtherance of Hunt’s asset management or capital markets businesses, (b) appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business, (c) appraisers, lenders or other financing sources, custodians, administrators, brokers, advisors or any similar entity in connection with Hunt’s debt securities or offerings and (d) existing or prospective investors in Hunt and their advisors to the extent such persons reasonably request Confidential Information and are subject to an undertaking of confidentiality, non-disclosure and non-use.

“ Nonrenewal Termination ” has the meaning set forth in Section 12(c) hereof.

“ Notice of Proposal to Negotiate ” has the meaning set forth in Section 12(c) hereof.

“ NYSE ” means the New York Stock Exchange, Inc., together with its successors.

“ Oak Circle ” has the meaning set forth in the recitals to this Agreement.

“ Original Management Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Person ” means any natural person, corporation, partnership, association, limited liability company, estate, trust, joint venture, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof or any other legal entity and any fiduciary acting in such capacity on behalf of the foregoing.

“ Portfolio Management Services ” has the meaning set forth in Section 2(b) hereof.

“ Reimbursement Cap ” means the maximum amount of reimbursable expenses that the Company shall be obligated to reimburse the Manager for during any fiscal year pursuant to Section 8(a) this Agreement, which shall be equal to 1.5% of the average Stockholders’ Equity for the applicable fiscal year, as finally determined in accordance with Section 8(d) .

“ REIT ” means a “real estate investment trust” as defined under the Code.

“ Related Party Transaction and Allocation Policies ” means (a) the allocation policies and procedures of the Manager and its Affiliates and (b) the related party transaction policies and procedures of the Company, in each case, effect from time to time, and with respect to such policies and procedures of the Manager and its Affiliates, as the same may be amended, restated, supplemented or modified from time to time by the Manager, subject to Special Board Approval, and with respect to such policies and procedures of the Company, as the same may be amended, restated, supplemented or modified from time to time by Special Board Approval, subject to prior consultation with the Manager.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the United States Securities Act of 1933, as amended.

“ Shareholder ” means any holder of shares of Common Stock or other equity or voting securities of the Company.

“ Special Board Approval ” means the approval of a majority of the Independent Directors.

“ Stockholders’ Equity ” means: (a) the sum of the net proceeds from any issuances of the Company’s equity securities (excluding preferred securities solely for purposes of Incentive Compensation but including preferred securities for all other purposes of this Agreement) since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance; plus (b) the Company’s retained earnings at the end of such fiscal quarter (without taking into account any non-cash equity compensation expense or other non-cash items described below incurred in current or prior periods); less (c) any amount that the Company pays for repurchases of its Common Shares; and (d) excluding (i) any unrealized gains, losses or other non-cash items that have impacted the Company’s Stockholders’ Equity as reported in the Company’s financial statements prepared in accordance with GAAP, regardless of whether such items are included in other comprehensive income or loss, or in net income, and (ii) adjustments relating to one-time events pursuant to changes in GAAP and certain other non-cash charges after discussions between the Manager and the Independent Directors and after obtaining Special Board Approval.

“ Subsidiary ” means any subsidiary of the Company; any partnership, the general partner of which is the Company or any subsidiary of the Company; any limited liability company, the managing member of which is the Company or any subsidiary of the Company; and any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by the Company or any subsidiary of the Company.

“ Termination Fee ” means a termination fee equal to three (3) times the sum of (a) the average annual Base Management Fee and (b) the average annual Incentive Compensation, in each case, earned by the Manager during the twenty four (24)-month period immediately preceding the effective date of termination, calculated as of the end of the most recently completed fiscal quarter before the effective date of termination.

“ Termination Notice ” has the meaning set forth in Section 12(c) hereof.

“ Treasury Regulations ” means the Procedures and Administration Regulation promulgated by the U.S. Department of Treasury under the Code, as amended.

(b)          As used herein, accounting terms relating to the Company, if any, not defined in Section 1(a) and accounting terms partly defined in Section 1(a), to the extent not defined, shall have the respective meanings given to them under GAAP. As used herein, “fiscal quarters” shall mean the period from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 of the applicable year. As used herein, “fiscal year” shall mean the period from January 1 to December 31 of the applicable year.

(c)          The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.

(d)          The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

Section 2.              Appointment and Duties of the Manager .

(a)          The Company hereby appoints the Manager to manage the assets and day-to-day operations of the Company and its Subsidiaries, subject at all times to the supervision and direction of the Board of Directors, applicable law, the further terms and conditions set forth in this Agreement and such further limitations or parameters as may be imposed from time to time by the Board of Directors. The Manager hereby accepts such appointment and agrees to perform each of its duties set forth herein in accordance with the terms hereof; provided that the Company compensates the Manager for its services hereunder in accordance with Section 7 and reimburses the Manager for costs and expenses in accordance with Section 8 . The appointment of the Manager shall be exclusive to the Manager, except to the extent that the Manager elects, in accordance with the terms of this Agreement, to cause the duties of the Manager as set forth herein to be performed by third parties and/or any of its Affiliates.

(b)          The Manager, in its capacity as manager of the assets and the day-to-day operations of the Company and its Subsidiaries, at all times, will be subject to the supervision of the Company’s Board of Directors and will have only such functions and authority as the Company may delegate to it, including the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for providing general management services to the Company relating to the day-to-day operations of the Company and its Subsidiaries and the Manager agrees to perform (or cause to be performed) investment advisory services and activities relating to the assets and operations of the Company and the Subsidiaries as may be appropriate, which shall include the following:

(i)          serving as the Company’s consultant with respect to the periodic review of its Investment Policies, which review shall occur no less often than annually, any modifications to which shall be approved by Special Board Approval, and other policies and recommendations with respect thereto for approval by the Board of Directors;

(ii)         serving as the Company’s consultant with respect to the identification, investigation, evaluation, analysis, underwriting, selection, purchase, origination, negotiation, structuring, monitoring and disposition of the Company’s and the Subsidiaries’ assets;

(iii)        serving as the Company’s consultant with respect to decisions regarding any financings, securitizations and hedging activities undertaken by the Company or any Subsidiary, including (1) assisting the Company or any Subsidiary in developing criteria for debt and equity financing that is specifically tailored to the Company’s or such Subsidiary’s investment objectives, (2) advising the Company and the Subsidiaries with respect to obtaining appropriate short-term financing arrangements for assets and pursuing particular financing arrangements for each individual asset, if necessary, and (3) advising the Company and the Subsidiaries with respect to pursuing and structuring long-term financing alternatives for assets and pursuing particular financing arrangements for each asset, if necessary, in each case, consistent with the Investment Policies;

(iv)        serving as the Company’s consultant with respect to arranging for the issuance of mortgage-backed securities from pools of mortgage loans or mortgage-backed securities owned by the Company or any Subsidiary;

(v)         representing and making recommendations to the Company in connection with the commitment to purchase and finance, the purchase and finance, the commitment to sell and the sale of assets;

(vi)        negotiating and entering into, on behalf of the Company or any Subsidiary, credit finance agreements, repurchase agreements, securitization agreements, agreements relating to borrowings under programs established by the U.S. government, commercial paper, interest rate swap agreements, warehouse facilities and all other agreements and instruments required for the Company or any Subsidiary to conduct its business;

(vii)       advising the Company on, preparing, negotiating and entering into, on behalf of the Company or any Subsidiary, applications and agreements relating to programs established by the U.S. government;

(viii)      with respect to prospective purchases, sales or exchanges of assets, conducting negotiations on behalf of the Company and its Subsidiaries with sellers, purchasers and brokers and, if applicable, their respective agents and representatives;

(ix)         evaluating and recommending to the Company or any Subsidiary hedging strategies, and engaging in hedging activities on behalf of the Company or any Subsidiary that are consistent with such strategies, as so modified from time to time, and with the Company’s qualification as a REIT and with the Investment Policies;

(x)          making available to the Company or any Subsidiary the Manager’s knowledge and experience with respect to mortgage loans, mortgage-related securities, real estate, real estate securities, other real estate-related assets, including securities, non-real estate-related assets and real estate operating companies;

(xi)         investing and re-investing, on behalf of the Company or any Subsidiary, any funds of the Company (including in short-term investments) and advising the Company as to its capital structure and capital-raising activities;

(xii)        monitoring the performance of the Company’s and any Subsidiary’s assets and providing periodic reports with respect thereto to the Board of Directors, including comparative information with respect to such performance and budgeted or projected results;

(xiii)       engaging and supervising, on behalf of the Company or any Subsidiary, independent contractors, advisors, consultants, attorneys, accountants, auditors, and other service providers (which may include Affiliates of the Manager) that provide various services with respect to the Company, including real estate, investment banking, mortgage brokerage, securities brokerage, appraisal, engineering, environmental, seismic, insurance, legal, accounting, transfer agent, registrar, leasing, due diligence and such other services as may be required relating to the operations and assets of the Company and its Subsidiaries, including potential investments;

(xiv)      coordinating and managing the operations of any joint venture or co-investment interests held by the Company or any Subsidiary and conducting all matters with the joint venture or co-investment partners;

(xv)       providing executive and administrative personnel, office space and office services required in rendering services to the Company and its Subsidiaries;

(xvi)      performing and supervising the performance of administrative functions necessary in the management of the Company and its Subsidiaries as may be agreed upon by the Manager and the Board of Directors, including services in respect of any of the equity incentive plans, the collection of revenues and the payment of the Company’s or any Subsidiary’s debts and obligations and maintenance of appropriate information technology services to perform such administrative functions;

(xvii)     furnishing reports and statistical and economic research to the Company regarding the activities and services performed for the Company by the Manager;

(xviii)    counseling the Company in connection with policy decisions to be made by the Board of Directors;

(xix)       engaging one or more sub-advisors with respect to the management of the Company, including, where deemed appropriate by the Manager, Affiliates of the Manager, provided that any such engagement shall be in accordance with Section 2(e) ;

(xx)        communicating on behalf of the Company and the Subsidiaries with the holders of any equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies, trading markets or exchanges, and to maintain productive relations with such holders;

(xxi)       counseling, or causing the Company to retain a third party advisor, regarding the maintenance of its exclusions and, if applicable, exemptions from status as an investment company under the Investment Company Act, monitoring compliance with the requirements for maintaining any such exclusion or exemption and using commercially reasonable efforts to cause the Company to maintain its exclusion or exemption from such status;

(xxii)      assisting the Company in complying with all regulatory requirements applicable to it in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and all reports and documents, if any, required under the Exchange Act, the Securities Act and by the NYSE or such other securities exchange on which the Common Shares may be listed;

(xxiii)     counseling, or causing the Company to retain a third party advisor, regarding the maintenance of the Company’s qualification as a REIT and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations promulgated thereunder applicable to REITs;

(xxiv)    causing the Company to retain qualified accountants and legal counsel, as applicable, to (1) assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the provisions of the Code applicable to REITs, and any of the Subsidiaries and (2) conduct quarterly compliance reviews with respect thereto;

(xxv)     taking all necessary actions to enable the Company and any Subsidiary to make required tax filings and reports, including soliciting Shareholders’ or interest holders in any such Subsidiary for required information to the extent necessary under the Code and Treasury Regulations promulgated thereunder applicable to REITs;

(xxvi)    causing the Company to qualify to do business in all jurisdictions in which such qualification is required or advisable and to obtain and maintain all appropriate licenses;

(xxvii)   using commercially reasonable efforts to cause the Company to comply with all applicable laws;

(xxviii)  handling and resolving on the Company’s or any Subsidiary’s behalf all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company, such Subsidiary, or the Manager may be involved or to which the Company, such Subsidiary or the Manager may be subject arising out of the day-to-day operations of the Company or any Subsidiary (other than with the Manager or its Affiliates), subject to such limitations or parameters as may be imposed from time to time by the Board of Directors;

(xxix)     placing, or arranging for the placement of, all securities orders to implement the Manager’s investment determinations for the Company and the Subsidiaries, either directly with the issuer or with a broker or dealer (including any affiliated broker or dealer);

(xxx)      using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company or any Subsidiary to be commercially reasonable or commercially customary and within any budgeted parameters, expense guidelines or limitations set by the Board of Directors from time to time; and

(xxxi)     performing such other services as may be required from time to time for the Manager to perform the general management services and other activities relating to the day-to-today operations and administration of the Company and the Subsidiaries, including assets and potential investments, as the Board of Directors reasonably requests and/or the Manager deems appropriate under the particular circumstances.

Without limiting the foregoing, the Manager will perform portfolio investment management services (the “ Portfolio Management Services ”) on behalf of the Company and the Subsidiaries. Such services will include, but not be limited to, consulting with the Company and the Subsidiaries on the purchase and sale of, and other investment opportunities in connection with, the portfolio of assets; the collection of information and the submission of reports pertaining to the Company’s and any Subsidiary’s assets, interest rates and general economic conditions; periodic review and evaluation of the performance of the portfolio of assets; acting as liaison between the Company and the Subsidiaries and banking, mortgage banking, investment banking and other parties with respect to the purchase, financing and disposition of assets; and other customary functions related to portfolio management, but may not include, as determined by the Manager, the administration or servicing of any mortgages, loans or other investments of the Company, which function may be performed by a third-party provider and the costs associated with any such administration or servicing shall be paid by the Company.

(c)          For the period and on the terms and conditions set forth in this Agreement, the Company hereby constitutes, appoints and authorizes the Manager as its true and lawful agent and attorney-in-fact and as the true and lawful agent and attorney-in-fact of any Subsidiary, in its or such Subsidiary’s, as applicable, name, place and stead, to negotiate, execute, deliver and enter into such credit agreements, repurchase agreements, securitization agreements, agreements relating to borrowings under temporary programs established by the U.S. government, commercial paper, interest rate swap agreements, warehouse facilities, brokerage agreements, custodial agreements and such other agreements, instruments, certificates, authorizations and other documentation on their behalf, on such terms and conditions as the Manager, acting in its sole and absolute discretion, deems necessary or appropriate in connection with the performance of its services hereunder. This power of attorney is deemed to be coupled with an interest.

(d)          The Manager may, at the sole cost and expense of the Company (to the extent such costs and expenses are reimbursable by the Company under Section 8(b) ), enter into agreements with other parties, including its Affiliates, for the purpose of engaging one or more parties for and on behalf of the Company and any Subsidiary to provide property management, asset management, securitization, leasing, development and/or other services the Manager deems necessary or advisable in connection with the management and operations of the Company or any Subsidiary (including Portfolio Management Services) pursuant to agreement(s) with terms which are then customary for agreements regarding the provision of services to companies that have assets similar in type, quality and value to the assets of the Company; provided , that (i) any such agreements entered into with Affiliates of the Manager shall be (A) on terms no more favorable to such Affiliates than would be obtained from a third party on an arm’s-length basis and (B) to the extent the same do not fall within the provisions of the Investment Policies, approved by Special Board Approval and (ii) with respect to Portfolio Management Services, any such agreements shall be subject to Special Board Approval, and the Manager shall remain liable for the performance of such Portfolio Management Services.

(e)          To the extent that the Manager deems necessary or advisable, the Manager may, from time to time, retain for and on behalf, and at the sole cost and expense of the Company (to the extent such costs and expenses are reimbursable by the Company under Section 8(b) ), one or more additional entities for the provision of sub-advisory services to the Manager in order to enable the Manager to provide the services to the Company specified by this Agreement; provided , that any such agreement (i) shall be on terms and conditions substantially identical to the terms and conditions of this Agreement or otherwise not adverse to the Company, (ii) shall not result in an increased Base Management Fee or expenses payable by the Company or any Subsidiary, and (iii) shall be approved by Special Board Approval. The Manager will remain responsible for any sub-advisory services delegated to a third party.

(f)          The Manager may retain, for and on behalf of the Company and/or any Subsidiary and at the sole cost and expense of the Company (to the extent such costs and expenses are reimbursable by the Company under Section 8(b) ), such services of accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, financial printers, developers, investment banks, financial advisors, internal audit service providers, due diligence firms, underwriting review firms, banks and other lenders, surveyors, engineers, environmental and seismic consultants, information technology consultants, tax advisors and preparers, other consultants, agents, contractors, vendors, advisors and others as the Manager deems necessary or advisable in connection with the management and operations of the Company. Notwithstanding anything contained herein to the contrary, the Manager shall have the right to cause any such services to be rendered by its employees or Affiliates. Except as otherwise provided herein, the Company and any Subsidiary shall pay or reimburse the Manager or its Affiliates performing such services for the cost thereof; provided, that such costs and reimbursements are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis.

(g)          The Manager may effect transactions by or through the agency of another Person with it or its Affiliates which have an arrangement under which that party or its Affiliates will from time to time provide to or procure for the Manager and/or its Affiliates goods, services or other benefits (including, but not limited to, research and advisory services; economic and political analysis, including valuation and performance measurement; market analysis; data and quotation services; computer hardware and software incidental to the above goods and services; clearing and custodian services and investment related publications), the nature of which is such that provision can reasonably be expected to benefit the Company as a whole and may contribute to an improvement in the performance of the Company or the Manager or its Affiliates in providing services to the Company on terms that no direct payment is made but instead the Manager and/or its Affiliates undertake to place business with that party.

(h)          In executing portfolio transactions and selecting brokers or dealers, the Manager will use its commercially reasonable efforts to seek on behalf of the Company the best overall terms available. In assessing the best overall terms available for any transaction, the Manager shall consider factors that it deems relevant in its sole discretion, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Manager may also consider whether such broker or dealer furnishes research and other information or services to the Manager.

(i)          The Manager has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular purchase, sale or other transaction, or to select any broker-dealer on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of charges of eligible broker-dealers and to minimize the expense incurred for effecting purchases, sales and other transactions to the extent consistent with the interests and policies of the Company. Although the Manager will generally seek competitive commission rates, it is not required to pay the lowest commission or commission equivalent, provided , that such decision is made in good faith to promote the best interests of the Company.

(j)          The Manager shall refrain from any action that, in its good faith judgment, (i) is not in compliance with the Investment Policies, (ii) would adversely affect the qualification of the Company as a REIT under the Code or the status of the Company or any Subsidiary as an entity excluded or exempted from investment company status under the Investment Company Act, or (iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Manager, the Company or any Subsidiary or of any exchange on which the securities of the Company may be listed or that would otherwise not be permitted by the Governing Instruments of the Company or such Subsidiary. If the Manager is ordered to take any action by the Board of Directors, the Manager shall seek to promptly notify the Board of Directors if it is the Manager’s judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments in any material respect. Notwithstanding the foregoing, the Manager, its Affiliates and their respective managers, officers, directors, employees and members and any Person providing sub-advisory services to the Manager shall not be liable to the Company, any Subsidiary, the Board of Directors, any Shareholder or interest holder in any Subsidiary for any act or omission by such Person, except as expressly provided in Section 10 of this Agreement and subject to the limitations thereof.

(k)          The Company (including the Board of Directors), and each Subsidiary, agrees to take all actions reasonably required to permit and enable the Manager to carry out its duties and obligations under this Agreement, including all steps reasonably necessary to allow the Manager to file any registration statement or other filing required to be made under the Securities Act, the Exchange Act, rules of the NYSE or such other securities exchange on which the Common Shares may be listed, the Code or other applicable law, rule or regulation on behalf of the Company and any applicable Subsidiary in a timely manner. The Company and each Subsidiary further agrees to use commercially reasonable efforts to make available to the Manager all resources, information and materials reasonably requested by the Manager to enable the Manager to satisfy its obligations hereunder, including its obligations to deliver financial statements and any other information or reports with respect to the Company and each Subsidiary. If the Manager is not able to provide a service, or in the reasonable judgment of the Manager it is not prudent to provide a service, without the approval of the Board of Directors, as applicable, then the Manager shall be excused from providing such service (and shall not be in breach of this Agreement) until the applicable approval has been obtained, which the Manager shall use commercially reasonable efforts to seek promptly upon determining an approval is required.

(l)          The Manager shall use commercially reasonable efforts to require each seller or transferor of assets to the Company or any Subsidiary to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall use commercially reasonable efforts to take other action as it deems necessary or appropriate with regard to the protection of the assets of the Company and each Subsidiary.

(m)          The Board of Directors shall periodically review the Investment Policies and the Company’s portfolio of assets but will not review each proposed asset, except as provided in Section 2(n) below. If two-thirds of the Independent Directors determine in such periodic review of transactions that a particular transaction does not comply with the Investment Policies, then two-thirds of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed asset.

(n)          Except with respect to transactions executed in accordance with the Related Party Transaction and Allocation Policies of the Company, neither the Company nor any Subsidiary shall invest in any security structured or issued by the Manager or any Affiliate thereof unless (i) such investment is made in accordance with the Investment Policies; (ii) such investment is approved in advance by Special Board Approval; and (iii) such investment is made in accordance with applicable laws.

(o)           Reporting Requirements .

(i)          As frequently as the Manager may deem reasonably necessary or advisable, or at the direction of the Board of Directors, the Manager shall prepare, at the sole cost and expense of the Company (to the extent such costs and expenses are reimbursable by the Company under Section 8(b) ), or cause to be prepared, (x) with respect to any asset, reports and other information with respect to such asset as may be reasonably requested by the Company or (y) reports and other information as may be reasonably requested by the Board of Directors with respect to transactions entered into by the Company that are subject to the Related Party Transaction and Allocation Policies.

(ii)         The Manager shall prepare, at the sole cost and expense of the Company (to the extent such costs and expenses are reimbursable by the Company under Section 8(b) ), or cause to be prepared, all reports, financial or otherwise, with respect to the Company reasonably required by the Board of Directors in order for the Company to comply with its Governing Instruments, or any other materials required to be filed with any governmental body or agency, and shall prepare, at the sole cost and expense of the Company (to the extent such costs and expenses are reimbursable by the Company under Section 8(b) ), or cause to be prepared, all materials and data necessary to complete such reports and other materials including an annual audit of the Company’s books of account by a nationally recognized independent accounting firm.

(iii)        The Manager shall prepare, at the sole cost and expense of the Company (to the extent such costs and expenses are reimbursable by the Company under Section 8(b) ), or cause to be prepared, regular reports for the Board of Directors to enable the Board of Directors to review the Company’s and any Subsidiary’s acquisitions, portfolio composition and characteristics, credit quality, performance and compliance with the Investment Policies and policies approved by the Board of Directors.

(p)          Managers, officers, directors, members, employees and agents of the Manager or Affiliates of the Manager may serve as directors, officers, agents, nominees or signatories for the Company or any of its Subsidiaries, to the extent permitted by its Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments or, to the extent applicable, the governing body of any Subsidiary, pursuant to the Governing Instruments of any Subsidiary. When executing documents or otherwise acting in such capacities for the Company or any Subsidiary, such Persons shall indicate in what capacity they are executing on behalf of the Company or such Subsidiary. Without limiting the foregoing, while this Agreement is in effect, the Manager shall supply the Company with a management team, including a Chief Executive Officer and a Chief Financial Officer or similar positions, along with appropriate support personnel, to provide the management services to be provided by the Manager to the Company hereunder, who shall devote such of their time to the management of the Company as is necessary and appropriate, commensurate with the level of activity of the Company from time to time.

(q)          The Manager shall maintain reasonable and customary “errors and omissions” insurance coverage and other customary insurance coverage.

(r)          The Manager shall provide, at the sole cost and expense of the Company (to the extent such costs and expenses are reimbursable by the Company under Section 8(b) ), or cause to be provided, such internal audit, compliance and control services as may be required for the Company to comply with applicable law (including the Securities Act and the Exchange Act), regulation (including SEC regulations) and the rules and requirements of the NYSE or such other securities exchange on which the Common Shares may be listed and as otherwise reasonably requested by the Company or the Board of Directors from time to time.

(s)          The Manager acknowledges receipt of the Company’s Code of Business Conduct and Ethics and Policy Against Insider Trading (collectively, the “ Conduct Policies ”) and agrees that it will require its officers and employees who provide services to the Company to comply with such Conduct Policies in the performance of such services hereunder or such comparable policies as shall in substance hold officers and employees of the Manager to at least the standards of conduct set forth in the Conduct Policies.

(t)          Notwithstanding anything contained in this Agreement to the contrary, except as expressly provided in Section 10 of this Agreement, the Manager shall not be required to expend money (“ Excess Funds ”) in connection with any expenses that are required to be paid for or reimbursed by the Company (or any Subsidiary) pursuant to Section 8 in excess of that contained in any applicable Company Account or otherwise made available by the Company (or any Subsidiary) to be expended by the Manager hereunder. For the avoidance of doubt, failure of the Manager to expend Excess Funds out-of-pocket shall not give rise (or be a contributing factor) to the right of the Company under Section 12(c) of this Agreement to terminate this Agreement due to the Manager’s unsatisfactory performance.

(u)          In performing its duties under this Section 2 , the Manager shall be entitled to rely reasonably on qualified experts and professionals (including accountants, legal counsel and other professional service providers) hired by the Manager.

Section 3.              Additional Activities of the Manager .

(a)          Except as otherwise provided in this Section 3 , the Investment Policies or the Related Party Transaction and Allocation Policies, nothing in this Agreement shall (i) prevent the Manager or any of its Affiliates, or any of its or their respective managers, officers, directors, employees or members from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to those of the Company, including the management of Hunt which has or may employ investment objectives or strategies that overlap, in whole or in part, with the investment objectives or strategies of the Company, (ii) in any way bind or restrict the Manager or any of its Affiliates, or any of its or their managers, officers, directors, employees or members from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Manager or any of its Affiliates, or any of its or their managers, officers, directors, employees or members may be acting, or (iii) prevent the Manager or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 3(a) which shall be for the Manager’s (and/or its Affiliates’) sole benefit. While information and recommendations supplied to the Company shall, in the Manager’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, they may be different from the information and recommendations supplied by the Manager or any Affiliate of the Manager to others (including Hunt and its investors). The Company shall have the benefit of the Manager’s good faith and professional judgment and its commercially reasonable efforts in rendering services hereunder and, in furtherance of the foregoing, the Manager shall not undertake activities that, in its good faith judgment, will adversely affect the performance of its obligations under this Agreement.

(b)          In connection with the services of the Manager hereunder, the Company and the Board of Directors acknowledge and/or agree that (i) as part of Hunt’s regular businesses, personnel of the Manager and its Affiliates may from time-to-time work on other projects and matters, and that conflicts may arise with respect to the allocation of personnel between the Company, on the one hand, and Hunt and/or the Manager and such other Affiliates, on the other hand, (ii) subject to the Related Party Transaction and Allocation Policies of the Manager, there may be circumstances where investments that are consistent with the Company’s investment objectives or policies may be shared with or allocated to Hunt (in lieu of the Company), (iii) subject to the Related Party Transaction and Allocation Policies of the Manager, Hunt may invest, from time-to-time, in investments in which the Company may also invest (including at a different level of an issuer’s capital structure (e.g., an investment by Hunt in an equity or mezzanine interest with respect to the same entity in which the Company owns a debt interest or vice versa) or in a different tranche of fundraising with respect to an issuer in which the Company has an interest) and while the Manager will seek to resolve any such conflicts in an equitable manner, such transactions shall not be required to be presented to the Board of Directors for approval, and there can be no assurance that any such conflicts will be resolved in favor of the Company, (iv) subject to the Related Party Transaction and Allocation Policies, the Manager and its Affiliates may from time-to-time receive fees from other issuers or entities for the arranging, underwriting, syndication or refinancing of investments or other additional fees, including acquisition fees, loan servicing fees, special servicing fees and administrative fees and fees or advisory or asset management fees, and while such fees may give rise to conflicts of interest the Company will not receive the benefit of any such fees, and (v) the terms and conditions of the governing agreements of Hunt (including with respect to the economic, reporting, and other rights afforded to investors in Hunt) are materially different from the terms and conditions applicable to the Company and its Shareholders, and neither the Company nor any such Shareholder (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in Hunt as a result of an investment in the Company or otherwise.

(c)          Where investments that are consistent with the Company’s investment objectives or policies are shared with Hunt, the Manager may, but is not obligated to aggregate sales and purchase orders of securities and other investments of the Company with similar orders being made simultaneously for Hunt, if in the Manager’s judgment, such aggregation is likely to result generally in an overall economic benefit to the Company. The determination of such economic benefit to the Company by the Manager is subjective and represents the Manager’s evaluation that the Company is benefited by relatively better purchase or sales prices, lower commission expenses, increased access to investment opportunities, beneficial timing of transactions or a combination of these and other factors.

(d)          It is understood and/or agreed for greater certainty that while conflicts of interests may arise from time-to-time in connection with the investment activities of the Company and Hunt (including as more fully described in Section 3(b) above) and that the Manager will seek to resolve any such conflicts of interest in an equitable manner, only those transactions set forth in Section 2(n) or as provided in the Related Party Transaction and Allocation Policies of the Company shall be required to be approved by Special Board Approval; provided , that the foregoing shall not limit the ability of the Manager, in its discretion, to present additional matters involving the Company to the Independent Directors from time-to-time for review, advice and/or approval to the extent the Manager reasonably determines that doing so is appropriate under the circumstances (including as a result of a determination that such matters give rise to material conflicts of interest that are appropriate to be reviewed and/or approved by Special Board Approval); provided, further, that if (x) Special Board Approval is obtained with respect to any matter or transaction presented for their approval despite a conflict of interest after the Manager has disclosed all material facts relating to such conflict of interest or (y) the Manager acts in a manner, or pursuant to standards or procedures, approved by Special Board Approval with respect to such conflicts of interest that arise or may arise from time to time, then none of the Manager, Hunt or any of their Affiliates shall have any liability to the Company or any Shareholders by reason of such conflict of interest for actions in respect of such matter taken in good faith by any of them, including actions in the pursuit of their own interests.

(e)          At the reasonable request of the Board of Directors, the Manager shall review the Related Party Transaction and Allocation Policies of the Manager and its Affiliates with the Board of Directors and respond to reasonable questions regarding such Related Party Transaction and Allocation Policies as it relates to the provision of Manager’s services under this Agreement. At the reasonable request of the Manager, the Board of Directors shall review the Related Party Transaction and Allocation Policies of the Company with the Manager and respond to reasonable questions regarding such Related Party Transaction and Allocation Policies as it relates to the provision of Manager’s services under this Agreement.

Section 4.              Agency .

The Manager shall act as agent of the Company in making, acquiring, financing and disposing of assets, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company, supervising the performance of professionals engaged by or on behalf of the Company and handling, prosecuting and settling any claims of or against the Company, the Board of Directors, holders of the Company’s securities or representatives or properties of the Company.

Section 5.              Bank Accounts . At the direction of the Board of Directors, the Manager may establish and maintain one or more bank accounts in the name of the Company or any Subsidiary (any such account, a “ Company Account ”), and may collect and deposit (or cause the Company to collect and deposit) into any such account or accounts, and disburse funds from any such account or accounts, under such terms and conditions as the Board of Directors may approve, and the Manager shall from time to time render appropriate accountings of such collections and payments to the Board of Directors and, upon request, to the auditors of the Company or any Subsidiary.

Section 6.              Records; Confidentiality .

(a)          The Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance notice.

(b)          The Manager shall treat the Confidential Information as strictly confidential and, except to the extent necessary in the ordinary course of performing its duties for the Company or otherwise approved by the Board of Directors, shall not directly or indirectly otherwise than in furtherance of the Company’s business, use any Confidential Information for any purpose or disclose in any manner any Confidential Information to any Person. Notwithstanding the foregoing, the Manager may disclose Confidential Information to its Affiliates, any Manager Permitted Disclosure Parties, statistical rating agencies, attorneys, accountants, consultants, advisors and other professionals in connection with their services on behalf of the Company (if such Persons are made aware of the confidential nature of any such Confidential Information and directed to keep such information confidential), or in connection with any governmental or regulatory filings of the Company, Hunt or their respective Affiliates, disclosure or presentations to investors of the Company or Hunt (subject to compliance with Regulation FD) or any securities offerings or debt agreements of Hunt, governmental agencies or officials having jurisdiction over the Company or the Manager, as requested or required by applicable law, legal process or regulatory request or requirement (including SEC rules or regulations), or otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or Hunt and the Company. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided , however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager shall as soon as reasonably practicable advise the Company of such order, request or demand in order to enable the Company, if it so chooses, to apply for a protective order or similar relief. To the extent legally permitted, the Manager shall cooperate in all reasonable respects with the Company’s attempts to secure such protective order or other relief and, if and to the extent that the Company secures the same, the Manager shall comply with such protective order or other relief after notice thereof from the Company.

(c)          The Company shall treat the Confidential Information as strictly confidential and, except to the extent necessary in the ordinary course of its business as contemplated by this Agreement or otherwise approved by the Manager, shall not directly or indirectly: (i) otherwise than in furtherance of the Company’s business, use any Confidential Information for any purpose; or (ii) disclose in any manner any Confidential Information to any Person. Notwithstanding the foregoing, the Company may disclose Confidential Information to its Affiliates, statistical rating agencies, attorneys, accountants, consultants, advisors and other professionals in connection with their services on behalf of the Company (if such Persons are made aware of the confidential nature of any such Confidential Information and directed to keep such information confidential), or in the event and to the extent the Company becomes legally compelled to do so pursuant to applicable law, rule, regulation or court order; provided , that the Company shall as soon as reasonably practicable advise the Manager of such legal compulsion in order to enable the Manager, if it so chooses, to apply for a protective order or similar relief. The Company shall cooperate in all reasonable respects with the Manager’s attempts to secure such protective order or other relief and, if and to the extent that the Manager secures the same, the Company shall comply with such protective order or other relief after notice thereof from the Manager.

(d)          The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one (1) year.

Section 7.             Compensation .

(a)          For the services rendered under this Agreement, the Company shall pay to the Manager the Base Management Fee and the Incentive Compensation.

(b)          The parties acknowledge that the Base Management Fee is intended in part to compensate the Manager for the costs and expenses (other than reimbursable costs and expenses) of its Chief Executive Officer and investment management employees (and certain related overhead and employee costs and expenses and other fees, costs and expenses not otherwise reimbursable under Section 8 below) incurred in providing to the Company the investment advisory services and certain general management services rendered under this Agreement.

(c)          The Manager under this Agreement will not receive any compensation for the period prior to the Effective Date.

(d)          The Base Management Fee shall be payable in arrears in cash, in quarterly installments commencing with the fiscal quarter in which this Agreement is executed. If applicable, the initial and final installments of the Management Fee shall be pro-rated based on the number of days during the initial and final fiscal quarter, respectively, that this Agreement is in effect. The Manager shall calculate each quarterly installment of the Base Management Fee, and deliver such calculation to the Company, within thirty (30) days following the last day of each fiscal quarter. The Company shall pay the Manager each installment of the Base Management Fee within five (5) Business Days after the date of delivery to the Company of such computations.

(e)          The Incentive Compensation shall be payable in arrears in cash, in quarterly installments commencing with the first fiscal quarter after the first anniversary of the Effective Date occurs. The Manager shall compute each quarterly installment of the Incentive Compensation within forty-five (45) days after the end of the fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter promptly be delivered to the Board and, upon such delivery, payment of such installment of the Incentive Compensation shown therein shall be due and payable no later than the date which is five (5) Business Days after the date of delivery to the Board of such computations.

Section 8.              Expenses of the Company .

(a)          Subject to Section 8(b) , the Manager shall be responsible for the expenses related to any and all personnel of the Manager and its Affiliates who provide services to the Company pursuant to this Agreement including annual base salaries, bonus and other wages, any related payroll taxes, the cost of employee benefits of such personnel, and the cost of insurance with respect to such personnel; provided , however , the Company shall reimburse the Manager or its Affiliates for the allocable share of the compensation, including annual base salary, bonus and other wages, any related payroll taxes, the cost of employee benefits of such personnel, and the cost of insurance with respect to such personnel, in each case paid to (i) the Company’s Chief Financial Officer based on the percentage of his or her time spent on the Company’s affairs, (ii) the Company’s General Counsel, based on the percentage of his or her time spent on the Company’s affairs, and (iii) corporate finance, tax, accounting, internal audit, legal risk management, operations, compliance and other non-investment management personnel of the Manager and its Affiliates who spend all or a portion of their time managing the Company’s or any Subsidiary’s affairs based upon the percentage of time devoted by such personnel to the Company’s and/or any Subsidiary’s affairs ( provided , that, in any fiscal year, the Company shall not be required to reimburse the Manager for any such costs and expenses in excess of the Reimbursement Cap). The Manager shall be responsible solely for the compensation paid by the Manager to its personnel serving as the Company’s Chief Executive Officer, President, and Chief Investment Officer and each of the Manager’s investment management professionals, including annual base salaries, bonus and other wages, any related payroll taxes, the cost of employee benefits of such personnel, and the cost of insurance with respect to such personnel (other than key man insurance that is for the benefit of the Company).

(b)          The Company shall pay all of its costs and expenses and shall reimburse the Manager or its Affiliates for expenses of the Manager and its Affiliates incurred on behalf of the Company or any Subsidiary, excepting only those expenses that are specifically the responsibility of the Manager pursuant to Section 8(a) of this Agreement. Such costs and reimbursements shall be in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis taking into account the specific facts and circumstances related to any such engagement. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company or any Subsidiary shall be paid by the Company and shall not be required to be paid by the Manager or Affiliates of the Manager:

(i)          all costs and expenses associated with the formation and capital raising activities of the Company or any Subsidiary, if any, including the costs and expenses of the preparation of the Company’s registration statements, any and all costs and expenses of any private or public offerings and any filing fees and costs of being a public company, including filings with the SEC, the Financial Industry Regulatory Authority and the NYSE (or any other exchange or over-the-counter market), among other such entities;

(ii)         all costs and expenses in connection with the acquisition, issuance, origination, disposition, development, modification, protection, maintenance, financing, negotiation, structuring, trading, settling, refinancing, hedging, administration and ownership of the Company’s or any Subsidiary’s assets or investments (including costs and expenses incurred for transactions that are not subsequently completed), including costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, to provide such services, and any legal fees, accounting fees, consulting fees, custodial expenses, clearing and settlement charges, deposits, loan servicing fees, trustee fees, appraisal fees, insurance premiums, commitment fees, brokerage fees, guaranty fees, ad valorem taxes, costs of diligence, foreclosure, maintenance, repair and improvement of property and premiums for insurance on property owned or leased by the Company or any Subsidiary, and other investment costs fees and expenses actually incurred in connection with the pursuit, making, holding, originating, settling, monitoring or disposing of actual or potential assets or investments;

(iii)        all legal, audit, accounting, consulting, underwriting, brokerage, listing, filing, custodian, transfer agent, trustee, rating agency, registration and other fees and charges, printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of the Company’s or any Subsidiary’s equity securities or debt securities;

(iv)        reimbursements of costs and expenses (to the extent such costs and expenses would otherwise be reimbursable if incurred by the Manager or its Affiliates under this Section 8(b) ) of a sub-advisor engaged in accordance with this Agreement;

(v)         all costs and expenses in connection with legal, accounting, due diligence (including due diligence costs for assets or investments that are not subsequently acquired), securitization, property management, brokerage, leasing and other services that outside professionals or outside consultants perform or otherwise would perform on the Company’s behalf and that are performed by the Manager or an Affiliate thereof, in accordance with the provisions of Section 2 ;

(vi)        all costs and expenses relating to communications to holders of equity securities or debt securities issued by the Company or any Subsidiary and the other third party services utilized in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies (including the SEC), including any costs of computer services in connection with this function, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s securities on any exchange, the cost of printing and mailing certificates for such securities and proxy solicitation materials and reports to holders of the Company’s or any Subsidiary’s securities and the cost of any reports to third parties required under any indenture to which the Company or any Subsidiary is a party;

(vii)       all costs and expenses of money borrowed by the Company or any Subsidiary, including principal, interest and the costs associated with the establishment and maintenance of any credit facilities, warehouse loans, repurchase agreements and other indebtedness of the Company or any Subsidiary (including commitment fees, accounting fees, legal fees, closing and other costs and expenses) or any of the Company’s securities offerings;

(viii)      all taxes and license fees applicable to the Company or any Subsidiary, including interest and penalties thereon;

(ix)         all fees paid to and expenses of third-party advisors and independent contractors, consultants, managers and other agents (including real estate underwriters, brokers and special servicers) engaged by the Company or any Subsidiary or by the Manager for the account of the Company or any Subsidiary;

(x)          all insurance costs incurred by the Company or any Subsidiary, including any costs to obtain liability or other insurance to indemnify the Manager and underwriters of any securities of the Company;

(xi)         all costs and expenses relating to the acquisition of, and maintenance and upgrades to, the portfolio accounting systems of the Company or any Subsidiary;

(xii)        all compensation and fees paid to directors of the Company or any Subsidiary (excluding those directors who are also officers or employees of the Manager), all expenses of directors of the Company or any Subsidiary (including those directors who are also employees of the Manager), the cost of directors’ and officers liability insurance and premiums for errors and omissions insurance, and any other insurance deemed necessary or advisable by the Board of Directors for the benefit of the Company and its directors and officers (including those directors who are also employees of the Manager);

(xiii)       all third-party legal, compliance, accounting and auditing fees, costs and expenses and other similar services relating to the Company’s or any Subsidiary’s operations (including all quarterly and annual audit or tax fees, costs and expenses, all outsourced internal audit costs and including, for the avoidance of doubt, all costs and expenses of any third-party advisor or sub-advisor retained regarding the maintenance of (A) the Company’s or its Subsidiaries’ exemption from regulation as an investment company under the Investment Company Act or (B) the Company’s qualification as a REIT);

(xiv)      subject to Section 10 below, all third-party legal, expert and other fees and expenses of the Company, the Manager or any Subsidiary relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against the Company, any Subsidiary, or the Manager (in connection with its services on behalf of the Company) or which the Company, any Subsidiary or the Manager is authorized or obligated to pay under applicable law or its Governing Instruments or by the Board of Directors;

(xv)       subject to Section 10 below, all costs and expenses related to any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company, any Subsidiary, the Manager, or against any director or officer of the Company or any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such director or officer by any court or governmental agency, or settlement of pending or threatened proceedings;

(xvi)      all reasonable and documented travel and related costs and expenses of directors, officers and employees of the Company, any Subsidiary or the Manager, incurred in connection with attending meetings of the Board of Directors, attending meetings of holders of securities of the Company or any Subsidiary, or performing other business activities that relate to the Company or any Subsidiary, including reasonable and documented travel and expenses incurred in connection with the purchase, consideration for purchase, financing, refinancing, sale or other disposition of any asset or potential investment of the Company or any Subsidiary or establishment and maintenance of any repurchase agreements, warehouse facilities, borrowings under programs established by the U.S. government, other secured and unsecured forms of borrowings or any of the Company’s or any Subsidiary’s securities offerings;

(xvii)     all costs and expenses of organizing, modifying or dissolving the Company or any Subsidiary and costs preparatory to entering into a business or activity, or of winding up or disposing of a business activity of the Company or any Subsidiary, if any;

(xviii)    all costs and expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board of Directors to or on account of holders of the securities of the Company or any Subsidiary, including in connection with any dividend reinvestment plan;

(xix)       all costs and expenses related to (A) the design and maintenance of the Company’s or any Subsidiary’s web site or sites and (B) the Company’s allocable share of all costs and expenses associated with any computer software, hardware, electronic equipment or purchased information technology services from third party vendors or Affiliates of the Manager that is used for the Company or any Subsidiary;

(xx)        all costs and expenses incurred with respect to market information systems and publications, research publications and materials, including financial analytics and market data, and settlement, clearing and custodial fees and expenses relating to any asset of the Company or any Subsidiary;

(xxi)       all costs and expenses incurred with respect to administering the Company’s incentive plans;

(xxii)      all costs and expenses of maintaining compliance with all U.S. federal, state, and local income tax provisions and regulations and any applicable regulatory body rules and regulations and regulatory reporting obligations;

(xxiii)     all costs and expenses relating to any office or office facilities, including disaster backup recovery sites and facilities, maintained for the Company or any Subsidiary separate from the offices of the Manager;

(xxiv)    rent and other fees (including disaster recovery facilities costs and expenses) relating to office(s), telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Company’s or any Subsidiary’s operations; provided, however, that the Company shall only be responsible for a proportionate share of such expenses, as determined by the Manager in good faith, where such expenses were not incurred solely for the benefit of the Company;

(xxv)     all other costs and expenses of the Company or any Subsidiary relating to the business and investment operations of the Company, including the costs and expenses of acquiring, originating, owning, protecting, maintaining, financing, refinancing, developing, modifying and disposing of assets; and

(xxvi)    all other expenses actually incurred by the Manager or its Affiliates or their respective managers, officers, directors, employees, members, representatives or agents, or any Affiliates thereof, that are reasonably necessary for the performance by the Manager of its duties and obligations under this Agreement.

(c)          Notwithstanding anything to the contrary set forth in this Agreement, the Manager shall be entitled to incur and pay costs and expenses on behalf of the Company and/or any of its Subsidiaries, including any costs and expenses described in Section 8(b) . Costs and expenses incurred by the Manager on behalf of the Company or any Subsidiary shall be reimbursed quarterly to the Manager. The Manager shall prepare a written statement setting forth (x) in reasonable detail the costs and expenses of the Company and those incurred by the Manager on behalf of the Company or any Subsidiary during each fiscal quarter and (y) the estimated Reimbursement Cap for the applicable fiscal year based on such fiscal quarter, and shall use commercially reasonable efforts to deliver such written statement to the Company within forty-five (45) days after the end of each fiscal quarter (subject to reasonable delays resulting from delays in receipt of information). The Company shall pay all amounts payable to the Manager pursuant to this Section 8 within ten (10) Business Days after the receipt of the written statement without demand, deduction, offset or delay. Cost and expense reimbursement to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company and in connection with Section 8(d) .

(d)          Within forty-five (45) days after the end of each fiscal year, the Manager shall compute the Reimbursement Cap for such fiscal year and provide a copy of such computation to the Board. If such computation shows an overpayment of reimbursable expenses by the Company for the applicable fiscal year, then the Company will be entitled to a credit in the amount of such overpayment against future Base Management Fees or Incentive Compensation.

(e)          Notwithstanding the foregoing, the Manager may, at its option, elect not to seek reimbursement for all or a portion of certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement of such or similar expenses in any future periods.

(f)          The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination.

Section 9.              Exit Fees .

(a)          With respect to any investments of the Company providing for the payment of any exit fees by the borrowers thereunder, the Company agrees to waive and hereby waives any such exit fees if such borrowers refinance the applicable investment with permanent financing provided by the Manager or any of its Affiliates.

(b)          If an exit fee under any of the Company’s investments is waived as a result of such borrower refinancing the applicable investment with permanent financing by the Manager or any of its Affiliates pursuant to Section 9(a) , the cost and expense reimbursement due to the Manager under Section 8(c) for the fiscal quarter in which such exit fee was waived shall be reduced by an amount equal to 50% of the amount of any such waived exit fee.

(c)          For the avoidance of doubt, to the extent that any cost or expense reimbursements due to the Manager are reduced pursuant to Section 9(b) , the amount so reduced shall not be considered a cost or expense reimbursed to the Manager for purposes of the Reimbursement Cap.

Section 10.            Limits of the Manager’s Responsibility; Indemnification .

(a)          The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager. None of the Manager, Hunt, their Affiliates or their respective managers, officers, directors, employees, trustees, control persons, partners, stockholders, equityholders or members or any Person providing sub-advisory services to the Manager will be liable to the Company, any Subsidiary, the Board of Directors, or any Shareholder or other equity holder of the Company or any equity holder or interest holder of any Subsidiary for any acts or omissions performed under this Agreement, except for acts or omissions that constitute bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement. The Company shall, to the fullest extent permitted by applicable law, reimburse, indemnify and hold harmless the Manager, Hunt, their Affiliates and their respective managers, officers, directors, employees, trustees, control persons, partners, stockholders, equity holders and members and any Person providing sub-advisory services to the Manager (each, a “ Manager Indemnified Party ”), with respect to all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (collectively “ Losses ”) in respect of or arising from any action or inaction performed under this Agreement that does not constitute bad faith, willful misconduct, gross negligence or reckless disregard of the duties of the Manager under this Agreement . For the avoidance of doubt, the Manager will not be liable for trade errors that may result solely from ordinary negligence, including errors in investment decision making process and/or in the trade process.

(b)          The Manager shall, to the full extent permitted by applicable law, reimburse, indemnify and hold harmless the Company (or any Subsidiary), and the directors, officers and Shareholders (each, a “ Company Indemnified Party ”; a Manager Indemnified Party and a Company Indemnified Party are each sometimes hereinafter referred to as an “ Indemnified Party ”) with respect to (i) all Losses in respect of or arising from any action or inaction under this Agreement constituting bad faith, willful misconduct, gross negligence or reckless disregard of the duties of the Manager under this Agreement or (ii) any claims by the Manager’s or its Affiliate's employees relating to the terms and conditions of their employment by the Manager or its Affiliates.

(c)          In case any such claim, suit, action or proceeding (a “ Claim ”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt notice thereof to the indemnifying party, which notice shall include all documents and information in the possession of or under the control of such Indemnified Party reasonably necessary for the evaluation and/or defense of such Claim and shall specifically state that indemnification for such Claim is being sought under this Section 10 ; provided , however , that in the absence of material prejudice to the indemnifying party, the failure of the Indemnified Party to so notify the indemnifying party shall not limit or affect such Indemnified Party’s rights to be indemnified pursuant to this Section 10 . Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party, which counsel may, without limiting the rights of such Indemnified Party pursuant to the next succeeding sentence of this Section 10(c) , also represent the indemnifying party in such Claim. In the alternative, such Indemnified Party may elect to conduct the defense of the Claim, if (1) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (2) the indemnifying party refuses to defend (or fails to give notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (3) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s consent, provided , (1) such settlement is without any Losses whatsoever to such Indemnified Party, (2) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (3) the indemnifying party obtains an effective written release of liability or covenant not to sue for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this  Section 10 to elect to defend such Claim by counsel of its own choosing and so elects, then the Indemnified Party shall not enter into any settlement of such Claim absent the consent of the indemnifying party if such indemnifying party would be liable therefor under this Agreement, which consent shall not be unreasonably withheld or delayed. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 10 .

(d)          The indemnification and payment or reimbursement of an Indemnified Party’s Losses provided in this Agreement shall not be deemed exclusive of or limit in any way other rights to which such Indemnified Party seeking indemnification and payment or reimbursement of Losses may be or may become entitled under any entity organizational document, regulation, insurance, agreement or otherwise.

(e)          The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement.

(f)          Nothing contained herein shall be deemed a waiver of any right available to the Company under federal and state securities laws to the extent such waiver would be inconsistent with such laws.

Section 11.            No Joint Venture .

The Company and the Manager are not partners or joint venturers with each other and nothing herein shall be construed to make them such partners or joint venturers or impose any liability as such on any of them.

Section 12.            Term; Termination without Cause .

(a)           Initial Term . This Agreement shall become effective on the Effective Date and shall continue in operation, unless terminated in accordance with the terms hereof, until the third anniversary of the Effective Date (the “ Initial Term ”).

(b)           Automatic Renewal Terms . After the Initial Term, this Agreement shall be deemed renewed automatically each year for an additional one (1) year period (an “ Automatic Renewal Term ”) unless this Agreement is terminated in accordance with Section 12(c) .

(c)           Termination of this Agreement . Notwithstanding any other provision of this Agreement to the contrary, upon the expiration of the Initial Term or any Automatic Renewal Term and upon at least one hundred and eighty (180) days’ prior written notice to the Manager or the Company, as applicable (the “ Termination Notice ”), either (A) the Company (without cause), upon the affirmative vote of at least two-thirds of the Independent Directors) or by a vote of the holders of at least two-thirds of the Company’s outstanding Common Shares (other than those Common Shares held by the Manager or any Affiliate thereof), in each case based upon (1) unsatisfactory performance by the Manager that is materially detrimental to the Company or (2) the determination that the compensation payable to the Manager under this Agreement is not fair; or (B) the Manager (without cause) may decline to renew this Agreement (any such nonrenewal, a “ Nonrenewal Termination ”); provided , that the Company shall not have the right to terminate this Agreement under clause (2) above if the Manager agrees to continue to provide services under this Agreement at fees that at least two-thirds of the Independent Directors) determine to be fair pursuant to the procedures set forth below. If the Company (but not the Manager) issues the Termination Notice, the Company shall be obligated to pay the Manager the Termination Fee within ninety (90) days of the last day of the Initial Term or Automatic Renewal Term, as applicable (the “ Effective Termination Date ”); provided , however , that in the event a Termination Notice is given by the Company in connection with a determination that the compensation payable to the Manager is not fair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty-five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “ Notice of Proposal to Negotiate ”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement. If the Manager and the Company agree to the terms of the revised compensation to be payable to the Manager within forty five (45) days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the Company and the Manager. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such forty five (45)-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) ten (10) days following the end of such forty five (45)-day period and (B) the Effective Termination Date originally set forth in the Termination Notice. In the event of any Nonrenewal Termination, after delivery of the Termination Notice, the Manager shall thereafter have the authority to invest only such capital that represents the return of capital resulting from the liquidation or repayment of assets of the Company or any Subsidiary existing at the time of the Termination Notice, and subject to the Investment Policies and all other existing investment and other policies of the Company. While this Agreement is effective, the Manager shall cooperate, at the Company’s sole cost and expense, with the Company in executing an orderly transition of the management of the Company’s assets to a new manager. The Company may terminate this Agreement for cause pursuant to Section 14 of this Agreement even after a Nonrenewal Termination and no Termination Fee shall be payable.

(d)          If this Agreement is terminated pursuant to this Section 12 or pursuant to Section 13 , 14 or 15 , such termination shall be without any further liability or obligation of any party to the other, except with respect to the payment of a Termination Fee, if applicable, and except as provided in Sections 6 , 8 , and 16 of this Agreement. In addition, Section 10 , 16 and 18(f) of this Agreement shall survive termination of this Agreement.

Section 13.            Assignments .

(a)          Except as set forth in Section 13(b) of this Agreement, this Agreement shall terminate automatically without payment of the Termination Fee in the event of its assignment, in whole or in part, by the Manager, unless such assignment is consented to in writing by the Company after Special Board Approval. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. This Agreement shall not be assigned by the Company without the prior written consent of the Manager, except in the case of assignment by the Company to another REIT or other organization which is a successor (by merger, consolidation, purchase of assets, or similar transaction) to the Company; provided , that, any such assignment, merger, consolidation, purchase of assets or similar transaction of the Company does not cause the Company to become privately held or otherwise result in the delisting of the Common Shares from NYSE or such other securities exchange on which the Common Shares may be listed. Any successor organization in a permitted assignment shall be bound under this Agreement and by the terms of such assignment in the same manner as the Company is bound under this Agreement. As used in this Section 13 , the term “assign” as it applies to the Manager shall be the meaning given to that term in the Advisers Act. The Manager shall promptly notify the Company of any change in the manager or managing members of the Manager.

(b)          Notwithstanding any provision of this Agreement, the Manager may subcontract, delegate or assign any or all of its responsibilities under this Agreement to any of its Affiliates, including sub-advisors where applicable, in accordance with the terms of this Agreement applicable to any such subcontract, delegation or assignment and this Agreement shall not thereupon terminate, and the Company hereby consents to any such assignment, delegation and subcontracting (provided that Manager remains liable for any such Affiliates performance and if such assignment constitutes an assignment of this Agreement within the meaning of the Advisers Act, this Agreement shall thereupon terminate without payment of the Termination Fee unless the Manager shall have obtained Special Board Approval for such assignment). In addition, provided that the Manager provides prior notice to the Company for informational purposes only, nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

Section 14.            Termination by the Company for Cause .

The Company may terminate this Agreement effective upon thirty (30) days’ prior notice of termination from the Company to the Manager, without payment of any Termination Fee, if (i) the Manager, its agents or its assignees breach any material provision of this Agreement and such breach shall continue for a period of thirty (30) days after notice thereof specifying such breach and requesting that the same be remedied in such thirty (30)-day period (or forty-five (45) days after notice of such breach if the Manager takes steps to cure such breach within thirty (30) days of the notice), (ii) there is a commencement of any proceeding relating to the Manager’s Bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or the Manager authorizing or filing a voluntary bankruptcy petition, (iii) any Manager Change of Control which a majority of the Independent Directors reasonably determines is materially detrimental to the Company and the Subsidiaries taken as a whole, (iv) the dissolution of the Manager, (v) the Manager is convicted (including a plea of nolo contendere ) of a felony, or (vi) the Manager commits actual and intentional fraud against the Company, misappropriates or embezzles funds of the Company, or acts, or fails to act, in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement; provided , however , that if any of the actions or omissions described in this clause (vi) are caused by an employee and/or officer of the Manager or one of its Affiliates and the Manager takes all necessary and appropriate action against such Person and cures the damage caused by such actions or omissions within thirty (30) days of the Manager’s actual knowledge of its commission or omission, the Company shall not have the right to terminate this Agreement pursuant to this Section 14 .

Section 15.            Termination by the Manager for Cause .

(a)          The Manager may terminate this Agreement effective upon sixty (60) days’ prior notice of termination to the Company in the event that the Company shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of thirty (30) days after notice thereof specifying such default and requesting that the same be remedied in such thirty (30) day period. The Company is required to pay to the Manager the Termination Fee if the termination of this Agreement is made pursuant to this Section 15(a) .

(b)          The Manager may terminate this Agreement if the Company becomes required to register as an investment company under the Investment Company Act, with such termination deemed to occur immediately before such event, in which case the Company shall not be required to pay the Termination Fee.

Section 16.            Action Upon Termination .

From and after the effective date of termination of this Agreement pursuant to Sections 12 , 13 , 14 or 15 of this Agreement, the Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accruing to the date of termination and, if the Manager is so entitled in accordance with the terms of this Agreement, the Termination Fee. Upon any such termination, the Manager shall forthwith:

(a)          after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all money collected and held for the account of the Company or a Subsidiary pursuant to this Agreement;

(b)          deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors with respect to the Company and any Subsidiary; and

(c)          deliver to the Board of Directors all property and documents of the Company and any Subsidiary then in the custody of the Manager; provided that the Manager shall be permitted to retain copies of such documents for its records, and if so retained, the Manager shall continue to be bound by the confidentiality obligations set forth in Section 6 hereof.

Section 17.            Release of Money or Other Property Upon Written Request . The Manager agrees that any money, securities or other financial assets of the Company or any Subsidiary shall be held with the Custodian. In the event that the Manager inadvertently comes into possession of any money or other property of the Company or any Subsidiary, the Manager shall promptly return such money or assets to the Company or Subsidiary, as applicable, or otherwise pay over such money or assets to such third party or third parties as are specified by the Company in, and in accordance with, written instructions signed by a duly authorized officer of the Company. Upon delivery of such money or other property in accordance with such instructions, the Manager shall not be liable to the Company, any Subsidiary, the Board of Directors, or the Shareholders or the interest holders of any Subsidiary for any acts or omissions by the Company, any Subsidiary or any third party in connection with the money or other property released in accordance with this Section 17 . The Company shall indemnify the Manager and each other Manager Indemnified Party against any and all Losses which arise in connection with the Manager’s or such Manager Indemnified Party’s proper release or direction of such money or other property to the Company’s custodian(s) in accordance with the terms of this Section 17 . Indemnification pursuant to this provision shall be in addition to any right of the Manager and each other Manager Indemnified Party to indemnification under Section 10 of this Agreement.

Section 18.            Miscellaneous .

(a)           Notices . Except as otherwise expressly provided herein, any notice or other communication required or permitted hereunder shall be in writing, and shall be given either personally or by overnight express courier (such as FedEx), addressed as set forth below (or to such other address as may be hereafter notified by the respective parties hereto in accordance with this Section 18 ). Notices given as aforesaid shall be deemed given and received upon actual delivery.

The Company:

Five Oaks Investment Corp.

540 Madison Avenue, 19 ^th Floor

New York, NY 10022

Attention:     Chairman, Audit Committee,

Board of Directors

Facsimile:     (212) 257-5099

with a copy to:

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(b)           Binding Nature of Agreement; Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns as provided herein. Except for Section 3 , Section 10 and Section 17 , none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third party.

(c)           Entire Agreement . This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof and thereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof and thereof.

(d)           Release . The Company, on behalf of itself and its successors and assigns hereby releases, acquits and forever discharges the Manager and each of its Affiliates, equityholders, stockholders, members, partners, managers, directors, officers, employees, agents, representatives and advisors, in their capacities as such, and each of their respective successors and assigns, from any and all claims, demands, damages, actions, causes of action, rights, costs, losses, expenses, compensation and suits, whether at law or in equity, of whatsoever kind or nature, with respect to the Original Management Agreement or Oak Circle.

(e)           Amendments . Neither this Agreement, nor any terms hereof, may be amended, supplemented or modified except in an instrument in writing executed by the parties hereto.

(f)           GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW EXCEPT THOSE GIVING EFFECT TO THIS CHOICE OF LAW. EACH OF THE PARTIES HERETO CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY COURT OF RECORD OF THE FIRST DEPARTMENT OF THE STATE OF NEW YORK OR THE U.S. FEDERAL COURTS LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK.

(g)           WAIVER OF JURY TRIAL . EACH PARTY HERETO 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 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(h)           No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

(i)           Section Headings . The section and subsection headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the interpretation of any provisions hereof.

(j)           Costs and Expenses . Each party hereto shall bear its own costs and expenses (including the fees and disbursements of counsel and accountants) incurred in connection with the negotiations and preparation of and the closing under this Agreement, and all matters incident thereto.

(k)           Counterparts . This Agreement may be executed by the parties to this Agreement on any number of separate counterparts (including by facsimile or pdf), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(l)           Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[signature page follows]

IN WITNESS WHEREOF, each of the parties hereto have executed this Management Agreement as of the date first written above.

[ Signature Page to Management Agreement ]

IN WITNESS WHEREOF, each of the parties hereto have executed this Management Agreement as of the date first written above.

[ Signature Page to Management Agreement ]

Exhibit A

Investment Policies

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in that certain Management Agreement, dated as of January 18, 2018, as may be amended from time to time (the “ Management Agreement ”), by and between Five Oaks Investment Corp. (the “ Company ”) and Hunt Investment Management, LLC (the “ Manager ”).

The following investment policies have been approved by affirmative resolution of the Board of Directors of the Company (the “ Board ”) including by each of the “independent” (within the meaning below) directors of the Company. This version supersedes all earlier versions of the Company’s investment policies. The Board will review the Company’s investment portfolio and the Company’s compliance with these investment policies at each regularly scheduled meeting of the Board.

These investment policies may be amended, restated, modified, supplemented or waived by the Board (which must include a majority of the members of the Board who are not officers or employees of the Manager or any affiliate thereof and who otherwise are “independent” in accordance with the rules of the New York Stock Exchange from time to time) without the approval of the Company’s stockholders but subject to the approval of the Manager.

Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

between

FIVE OAKS INVESTMENT CORP.

and

HUNT COMPANIES EQUITY HOLDINGS, LLC

dated as of

January 18, 2018

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “ Agreement ”), dated as of January 18, 2018 is entered into by and between Five Oaks Investment Corp., a Maryland corporation (the “ Company ”) and Hunt Companies Equity Holdings, LLC (the “ Investor ”).

RECITALS

WHEREAS, the Company wishes to sell to Investor, and Investor wishes to purchase from the Company, 1,539,406 shares (the “ Shares ”) of the Company's common stock, par value $0.01 per share, (the“ Common Stock ”) subject to the terms and conditions set forth herein;

WHEREAS, simultaneously and in connection with the execution and delivery of this Agreement, the Company and the Investor desire to enter into the Registration Rights Agreement (as defined below) and the Shareholder Agreement (as defined below); and

WHEREAS, simultaneously with the execution and delivery of this Agreement, the Company and XL Investments (as defined below) have entered into a Warrant Termination Agreement (the “ Warrant Termination Agreement ”), pursuant to which the Company and XL Investments have agreed to irrevocably cancel all of the Warrants and terminate the Warrant Agreement, effective as of the Closing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The following terms have the meanings specified or referred to in this ARTICLE I:

“ Action ” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“ Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the preamble.

“ Audited Financial Statements ” means the Company's audited financial statements filed on the Form 10-K.

“ Benefit Plan ” means any employment, consulting, pension, benefit, retirement, compensation, profit-sharing, deferred compensation, incentive, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off, fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, that is or has been maintained, sponsored, contributed to, or required to maintained, sponsored, or contributed to by the Company for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of the Company or any spouse or dependent of such individual, or under which Company or any of its Subsidiaries has or may have any liability, or with respect to which Investor or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise.

“ Business Day ” means any day except Saturday, Sunday or any other day on which commercial banks located in New York City are authorized or required by Law to be closed for business.

“ Closing ” has the meaning set forth in Section 2.03.

“ Closing Date ” has the meaning set forth in Section 2.03.

“ Charter ” means the Articles of Amendment and Restatement of the Company, filed with the SEC on May 3, 2013.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Common Stock ” has the meaning set forth in the recitals.

“ Company ” has the meaning set forth in the preamble.

“ Current Financial Statements ” means the consolidated financial statements of Five Oaks, filed as an exhibit to Five Oaks’ Form 10-Q as of September 30, 2017.

“ Disclosure Schedules ” means the Disclosure Schedules delivered by the Company concurrently with the execution and delivery of this Agreement.

“ Encumbrance ” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ Financial Statements ” means, collectively, the Audited Financial Statements and the Current Financial Statements.

“ Form 10-K ” means the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

“ GAAP ” means United States generally accepted accounting principles in effect from time to time.

“ Governmental Authority ” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Investor ” has the meaning set forth in the preamble.

“ Knowledge ” or any other similar knowledge qualification, means the actual or constructive knowledge of any director or officer of such Person, in each case, after due inquiry.

“ Law ” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“ Losses ” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided , that “ Losses ” shall not include punitive damages, except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party.

“ Management Agreement ” has the meaning set forth in Section 3.07.

“ Material Adverse Effect ” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to the business, results of operations, condition (financial or otherwise) or assets of the Company.

“ MGCL ” has the meaning set forth in Section 3.06.

“ NYSE ” New York Stock Exchange.

“ OCCP ” has the meaning set forth in Section 3.07.

“ Permits ” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“ Person ” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“ Purchase Price ” has the meaning set forth in Section 2.01.

“ Registration Rights Agreement ” means the Registration Rights Agreement, dated as of the date hereof, by and among the Company and the Investor as such agreement may be amended, restated or modified from time to time.

“ Restrictive Provision ” has the meaning set forth in Section 3.06.

“ SEC ” means the United States Securities and Exchange Commission.

“ SEC Filings ” means the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and all other reports filed by the Company pursuant to the Exchange Act of 1934 since the filing of such Annual Report and prior to the date hereof.

“ Series A Preferred Stock ” has the meaning set forth in Section 3.02(a).

“ Shareholder Agreement ” means the Shareholder Agreement, dated as of the date hereof, by and among the Company and the Investor as such agreement may be amended, restated or modified from time to time.

“ Shares ” has the meaning set forth in the recitals.

“ Subsidiary ” means any corporation, partnership, limited liability company or other legal entity of which the Company (either alone or through or together with any other Subsidiary) (A) directly or indirectly owns a majority of the outstanding share capital, voting securities or other equity interests or (B) is entitled, by contract or otherwise, to elect, appoint or designate a majority of the members of the board of directors or managers or other governing body of such legal entity.

“ Tax Return ” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Taxes ” means (a) all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, (b) any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, and (c) any liability in respect of the items described in clauses (a) and (b) payable by reason of successor, transferee or other liability, operation of law, Treasury Regulations under section 1502 of the Code, or by contract, indemnity or otherwise.

“ Transaction Documents ” means this Agreement, the Shareholder Agreement and the Registration Rights Agreement and any other agreements, instruments and documents required to be delivered at or prior to the Closing or entered into by the parties at the Closing.

“ Transfer Agent ” means American Stock Transfer and Trust Company.

“ Treasury Regulations ” means any Treasury regulations promulgated under the Code.

“ Warrant Agreement ” means that certain Warrant to Purchase the Designated Number of Shares of Common Stock of the Company, dated as of September 29, 2012, by and between XL Investments Ltd., a Bermuda limited liability company and the Company, as amended and restated on August 18, 2014.

“ Warrant Termination Agreement ” has the meaning set forth in the recitals.

“ Warrants ” means those certain warrants to purchase 3,753,492 shares of Common Stock pursuant to that certain Warrant Agreement.

“ XL Investments ” means XL Investments Ltd., a Bermuda limited liability company.

ARTICLE II

PURCHASE AND SALE

Section 2.01          Purchase and Sale . Subject to the terms and conditions set forth herein, at the Closing, the Company shall issue and sell to Investor, and Investor shall purchase from the Company, free and clear of all Encumbrances (other than restrictions on transfer under (A) applicable federal and state securities Laws and (B) the Charter), the Shares, for an aggregate purchase price of $7,342,966.62 (the “ Purchase Price ”).

Section 2.02          Transactions Effected at the Closing .

(a)   At the Closing, Investor shall deliver to the Company:

(i)   the Purchase Price by wire transfer of immediately available funds to an account of the Company designated in writing by the Company to Investor prior to the date hereof; and

(ii)   the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Investor at or prior to the Closing pursuant to Section 5.02 of this Agreement.

(b)   At the Closing, the Company shall:

(i)   deliver to the Transfer Agent, with a copy to Investor, an irrevocable instruction letter directing the Transfer Agent to issue the Shares to the Investor, either in certificated or book-entry form, as directed by the Investor; and

(ii)   deliver to Investor the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by the Company at or prior to the Closing pursuant to Section 5.01 or Section 7.07 of this Agreement.

Section 2.03          Closing . Subject to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (" Closing ") to be held at 7:30 a.m., New York time remotely by electronic mail and/or facsimile at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019-6064. The Closing shall take place simultaneously with the execution and delivery of this Agreement on the date hereof unless another place or time is agreed to in writing by the parties hereto (the day on which the Closing takes place, the “ Closing Date ”).

Section 2.04          Use of Proceeds . The proceeds from the issuance of the Shares shall be used by the Company for working capital and general corporate purposes.

Section 2.05          Restrictive Provisions . The Company and its board of directors shall use their respective reasonable best efforts (a) to take all action necessary so that no Restrictive Provision (as defined below) is or becomes applicable to this Agreement or any of the other Transaction Document or the transactions contemplated hereby or thereby, and (b) if any such Restrictive Provision becomes applicable to any of the foregoing, to take all action necessary so that the transactions contemplated by this Agreement and the other Transaction Documents may be consummated as promptly as practicable on the terms contemplated hereby and thereby and otherwise to eliminate or minimize the effect of such Restrictive Provision.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, the Company represents and warrants to Investor that the statements contained in this ARTICLE III are true and correct as of the date hereof.

Section 3.01          Organization and Qualification of the Company . The Company is a corporation duly organized, validly existing and in good standing under the Laws of the state of Maryland and has full corporate power and authority to (a) enter into this Agreement and each of the other Transaction Documents to which the Company is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and (b) own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. The execution and delivery by the Company of this Agreement and each other Transaction Document to which the Company is or will be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of the Company, and no other corporate action on the part of the Company or its board of directors, members or any equity holder is necessary to authorize the execution, delivery and performance by the Company of this Agreement, or any of the other Transaction Documents to which the Company is or will be a party. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Investor) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. Each other Transaction Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution and delivery by each other party thereto), and such Transaction Document constitutes or will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms. There are no bankruptcy, insolvency, reorganization or arrangement proceedings threatened or commenced by any Person, or pending that involve the Company.

Section 3.02           Capitalization; Subsidiaries .

(a)           The authorized capital stock of the Company as of immediately prior to the Closing consists of (i) 50,000,000 shares of Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock ”), of which 1,610,000 shares are issued and outstanding, and (ii) 450,000,000 shares of Common Stock, of which (A) 22,143,758 shares are issued and outstanding, (B) 27,437,250 shares are issued and outstanding on a fully-diluted, as converted and as exercised basis, assuming exercise of all Warrants, (C) no shares are reserved for issuance upon conversion of the Series A Preferred Stock, and (D) no shares are reserved for issuance pursuant to the Company's Manager Equity Plan.

(b)           The authorized capital stock of the Company as of immediately following the Closing after giving effect to the transactions contemplated by this Agreement (including the Warrant Termination Agreement) consists of (i) 50,000,000 shares of Series A Preferred Stock, of which 1,610,000 shares are issued and outstanding, and (ii) 450,000,000 shares of Common Stock, of which (A) 23,683,164 shares are issued and outstanding, (B) no shares are reserved for issuance upon conversion of the Series A Preferred Stock, and (C) no shares are reserved for issuance pursuant to the Company's Manager Equity Plan. Except as set forth in the immediately preceding sentence, as of immediately following the Closing, there are no securities convertible into, or exchangeable or exercisable for, equity securities of the Company.

(c)           As of immediately following the Closing after giving effect to the transactions contemplated by this Agreement (including the Warrant Termination Agreement), (i) all of the issued and outstanding shares of capital stock of the Company will have been duly authorized, validly issued, fully paid and non-assessable, (ii) all of the issued and outstanding shares of capital stock of, or other equity interests in, the Company will have been issued in compliance with all applicable federal and state securities Laws, (iii) none of the issued and outstanding shares of capital stock of the Company will have been issued in violation of any agreement, arrangement or commitment to which the Company or any of its Affiliates is a party or is subject to or in violation of any preemptive or similar rights of any Person, and (iv) there are no outstanding warrants to purchase any shares of capital stock, or other equity interests in, the Company. The Shares are not, or upon issuance will not be, subject to any preemptive rights. The issuance of the Shares does not contravene the rules and regulations of the NYSE.

(d)           Exhibit 21.1 to the Form 10-K sets forth a complete and accurate list of the name and jurisdiction of each Subsidiary of the Company. All of the issued and outstanding shares of capital stock of, or other equity interests in, each such Subsidiary (i) have been duly authorized, validly issued, and issued in compliance with all applicable federal and state securities Laws, (ii) none of the issued and outstanding shares of capital stock of any such Subsidiary have been issued in violation of any agreement, arrangement or commitment to which the Company, any Subsidiary of the Company or any of their respective Affiliates is a party or is subject to or in violation of any preemptive or similar rights of any Person, and (iii) are directly owned of record by the Company or a Subsidiary of the Company, free and clear of all Encumbrances, except as set forth in the Form 10-K.

(e)           Neither the Company nor any Subsidiary of the Company will at the Closing directly or indirectly own, or have a direct or indirect ownership interest in, any Person (other than a Subsidiary of the Company).

(f)           Except as set forth in the Form 10-K, there are no outstanding or authorized options, warrants, convertible or exchangeable securities or other rights, agreements, arrangements or commitments of any character relating to the equity securities or capital stock of the Company or any of its Subsidiaries or obligating the Company or any such Subsidiaries or any of their respective Affiliates to issue or sell any membership interest, shares of capital stock or any other interest in, the Company or any of its Subsidiaries. None of the Company or any of its Subsidiaries has outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. Other than the organizational documents of the Company and its Subsidiaries (including the Charter), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity capital of the Company or any of its Subsidiaries.

(g)           Neither the Company nor any Subsidiary thereof has any authorized or outstanding bonds, debentures, notes or other indebtedness (i) the holders of which have the right to vote or (ii) convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote, with, in each case, the equity holders of the Company or any of its Subsidiaries on any matter. Except as set forth in the Form 10-K or as provided in any of the organizational documents of the Company or any of its Subsidiaries, there are no agreements or understandings to which the Company, any of its Subsidiaries or any of their respective Affiliates is a party or by which it is bound to (x) repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of, or voting interest in, the Company or any Subsidiary of the Company or (y) vote or dispose of any shares of capital stock or other equity interests of, or voting interest in, the Company or any Subsidiary of the Company, including any irrevocable proxies or voting agreements with respect to any shares of capital stock or other equity interests of, or voting interest in, the Company or any of its Subsidiaries.

Section 3.03          Non-Contravention . The execution, delivery and performance by the Company of this Agreement or any other Transaction Document to which it is or will be a party, and the consummation of the transactions contemplated hereby or thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under (or an event which, with the giving of notice or the passage of time, or both, would constitute a breach), require any consent, authorization, approval or exemption by, any Person under, or give to others any rights of termination or amendment under, any provision of the Charter other organizational documents of the Company or any of its Subsidiaries; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company or any of its Subsidiaries; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of, or create in any party, the right to accelerate, terminate, modify or cancel any contract or Permit to which the Company or any of its Subsidiaries is a party; or (d) result in the creation or imposition of any Encumbrance on the Company, any of its Subsidiaries or the Investor. Except for the filing of a Form 8-K with the SEC, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any of the other Transaction Documents to which the Company is or will be a party, and the consummation of the transactions contemplated hereby or thereby.

Section 3.04          SEC Filings, Financial Statements; Internal Controls .

(a)           the Company has timely filed with or otherwise furnished (as applicable) to the SEC all filings required to be made by it pursuant to the Exchange Act and the Securities Act, including the SEC Filings, since January 1, 2015.

(b)           As of their respective dates, the SEC Filings, including any financial statements or schedules included or incorporated by reference therein, at the time filed, complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Filings.

(c)           As of their respective dates, the SEC Filings, including any financial statements or schedules included or incorporated by reference therein, at the time filed, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, and, in light of the circumstances under which they were made, not misleading.

(d)    The Financial Statements were prepared from the books and records of the Company and its Subsidiaries in accordance with GAAP, subject, in the case of any of the Current Financial Statements, to normal and recurring year-end adjustments and the absence of notes (that, if included, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements fairly present in all material respects the financial condition of the Company and its Subsidiaries reflected therein as of the respective dates they were prepared and the results of the operations and the changes in the financial position of the Company and its Subsidiaries reflected therein for the periods indicated and have been prepared in the ordinary course of business, in accordance with past practices and consistently applied throughout the periods indicated.

(e)   The Company has established and maintains a system of “internal controls” over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of their financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Section 3.05          Undisclosed Liabilities . None of the Company nor any of its Subsidiaries has any liabilities, obligations or commitments of a type required to be reflected or reserved against on a balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP, except (a) those which are adequately reflected or reserved against in the Financial Statements; (b) those which have been disclosed to the Investor in writing; and (c) those which have been incurred in the ordinary course of business, consistent with past practice, since the date of the Current Financial Statements and which are not material in amount.

Section 3.06         Anti-Takeover Provisions and Ownership Limitation s . The board of directors of the Company has taken all action necessary, if any (a) to render inapplicable to the transactions contemplated by this Agreement and each of the other Transaction Documents, the restrictions on business combinations contained in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the “ MGCL ”) and Subtitle 7 of Title 3 of the MGCL, (b) so that the restrictions contained in the organizational documents of the Company applicable to “ownership limitations” (including Sections 7.2 and 7.3 of the Company’s Articles of Amendment and Restatement) and/or “business combinations” will not apply to the execution, delivery or performance of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby, and (c) to irrevocably approve for all purposes the Investor and its Affiliates and this Agreement and each of the other Transaction Documents to exempt such Persons, agreements and transactions from, and to elect for the Company, the Investor and their respective Affiliates not to be subject to, any “moratorium,” “control share acquisition,” “fair price,” “interested shareholder,” “affiliate transaction,” “business combination” or other antitakeover Laws of any jurisdiction (each and any of (a), (b) or (c), a “ Restrictive Provision ”) applicable to the Company, Investor or any of their respective Affiliates or this Agreement or any of the other Transaction Documents or with respect to any of the foregoing, which resolutions have not been rescinded, modified or withdrawn in any way.

Section 3.07          Claims Against OCCP . None of the Company, any of its Subsidiaries nor any of their respective Affiliates has any pending or threatened claims, demands, damages or Actions (including with respect to any matters that are indemnifiable under Section 9 of the Management Agreement, dated as of May 16, 2012 (the “ Management Agreement ”), by and between the Company and Oak Circle Capital Partners LLC (“ Oak Circle ”)) outstanding against Oak Circle or any of its Affiliates, equity holders, members, partners, managers, directors, officers, employees, agents, representatives or advisors, of whatsoever kind or nature, whether with respect, arising under, related to or in connection with the Management Agreement or otherwise.

Section 3.08          Absence of Certain Changes, Events and Conditions . Other than as disclosed in the SEC Filings, since the date of the Company's last interim balance sheet, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company or any of its Subsidiaries, any:

(a)   event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b)   amendment of the charter, by-laws or other organizational documents of the Company (including the Charter) or any of its Subsidiaries;

(c)   split, combination or reclassification of any shares of its capital stock;

(d)   issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock;

(e)   declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock;

(f)   material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements;

(g)   incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice;

(h)   transfer, assignment, sale or other disposition of any of the assets shown or reflected in the interim balance sheet or cancellation, discharge or payment of any material debts, liens or entitlements;

(i)   any capital investment in, or any loan to, any other Person;

(j)   acceleration, termination, material modification or amendment to or cancellation of any material contract to which the Company is a party or by which it is bound;

(k)   any material capital expenditures;

(l)   imposition of any Encumbrance upon any of the properties, capital stock or assets, tangible or intangible, of the Company or any of its Subsidiaries;

(m)   adoption, modification or termination of any: (i) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral;

(n)   any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees;

(o)   entry into a new line of business or abandonment or discontinuance of existing lines of business;

(p)   adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(q)   acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; or

(r)   any contract or commitment to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 3.09          Title to Assets . The Company has good and valid title to, or a valid leasehold interest in, all property and other assets reflected in the Financial Statements or acquired after the date of the last interim balance sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date of the last interim balance sheet.

Section 3.10          Legal Proceedings; Governmental Orders .

(a)   There are no Actions pending or, to the Company’s Knowledge, threatened against the Company, any of its Subsidiaries or any their respective assets, properties or businesses by any Person that could, individually or in the aggregate, reasonably be expected to be material and adverse to the Company or could otherwise challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b)   There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Company or any of its Subsidiaries.

Section 3.11          Compliance With Laws; Permits .

(a)   The Company and each of its Subsidiaries has complied, and is in compliance in all material respects, with all Laws applicable or related to it or their respective properties or assets.

(b)   All Permits required for the Company’s and each of its Subsidiaries’ ownership and use of its assets are, in each case, valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any such Permit.

Section 3.12          ERISA . The Company is not (a) an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA, (b) a “plan” subject to Section 4975 of the Code, or (c) an entity the assets of which constitute the assets of any “employee benefit plan” or “plan” described in clauses (a) and (b) pursuant to Department of Labor Regulations § 2510.3-101, et seq., as effectively modified by Section 3(42) of ERISA.

Section 3.13          Taxes .

(a)   The Company and each its Subsidiaries has timely filed all Tax Returns that it was required to file. All such Tax Returns were complete and correct in all respects. All Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid.

(b)   The Company and each of its Subsidiaries has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law.

(c)   No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company or any of its Subsidiaries.

(d)   All deficiencies asserted, or assessments made, against the Company or any of its Subsidiaries as a result of any examinations by any taxing authority have been fully paid.

(e)   Neither the Company nor any of its Subsidiaries is not a party to any Action by any taxing authority. There are no pending or threatened Actions by any taxing authority.

Section 3.14          Compliance with NYSE Continued Listing Requirements . The Company is in compliance with applicable continued listing requirements of the NYSE.  There are no claims, demands, actions, causes of action, suits, proceedings, citations, summons, or subpoenas of any nature (civil, criminal, administrative, regulatory or otherwise, whether at law or in equity), complaint, judgment or decree or proceedings pending or, to the Knowledge of the Company, threatened against the Company relating to the continued listing of the Common Stock of the Company on the NYSE and the Company has not received any currently pending notice of the delisting of the Common Stock from the NYSE.

Section 3.15          Foreign Corrupt Practices Act . Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other person associated with or acting on behalf of the Company or any of its Subsidiaries, including, without limitation, any director, officer, agent, employee or Affiliate of the Company or any of its Subsidiaries has (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (d) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. The Company has instituted and maintains policies and procedures designed to ensure compliance therewith.

Section 3.16          Warrants . The Company has provided a true and complete copy of the Warrant Termination Agreement to Investor, and the Warrant Termination Agreement, upon its execution, will be valid, enforceable, and in full force and effect.

Section 3.17          Financial Information . The financial and factual information prepared or furnished by the Company to the Investor relating to the Company and set forth on Section 3.16 of the Disclosure Schedules is, to the Knowledge of the Company and the Knowledge of Oak Circle, true, correct, complete and accurate and the Company has not failed to disclose to the Investor any information that could reasonably be expected to impact the Investor’s interpretation of such financial and factual information.  The Company acknowledges and agrees that the Investor is relying, and has relied, on the information set forth on Section 3.16 of the Disclosure Schedules including in connection with the Investor’s acquisition of shares of the Company’s Common Stock from the Company and from XL Investments and its Affiliates on the date hereof.

Section 3.18          Finder’s Fees . The Company is not bound by or subject to any contract, agreement or understanding with any Person which will result in the Investor being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor represents and warrants to the Company that the statements contained in this ARTICLE IV are true and correct as of the date hereof.

Section 4.01          Organization and Authority of Investor . Investor is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Delaware. Investor has all necessary limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which Investor is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Investor of this Agreement and any other Transaction Document to which Investor is a party, the performance by Investor of its obligations hereunder and thereunder and the consummation by Investor of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Investor. This Agreement has been duly executed and delivered by Investor, and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a legal, valid and binding obligation of Investor enforceable against Investor in accordance with its terms. When each other Transaction Document to which Investor is or will be a party has been duly executed and delivered by Investor (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Investor enforceable against it in accordance with its terms.

Section 4.02          No Conflicts; Consents . The execution, delivery and performance by Investor of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the organizational documents of Investor; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Investor; or (c) require the consent, notice or other action by any Person under any material contract to which Investor is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Investor in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Section 4.03          Investment Purpose . Investor is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Investor acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Section 4.04          Accredited Investor . Investor is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

Section 4.05          Finder’s Fees . The Investor is not bound by or subject to any contract, agreement or understanding with any Person which will result in the Company being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby.

Section 4.06          Legend.   The Investor understands that the Shares shall bear the restrictive legend set forth below immediately following this paragraph, and that the Shares shall bear such legend until such time as the Investor requests to the Company in writing, accompanied by a written legal opinion from Investor's counsel reasonably acceptable to the Company, that the legend may be removed from the Shares under the Securities Act of 1933 or applicable state securities laws.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE SECURITIES LAWS OF OTHER STATES AND JURISDICTIONS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. 

ARTICLE V

CONDITIONS TO CLOSING

Section 5.01          Conditions to Obligations of Investor . The obligations of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Investor’s waiver thereof, at or prior to the Closing, of each of the following conditions:

(a)   This Agreement and each of the other Transaction Documents to which the Company is or will be a party shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Investor.

(b)   Investor shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying:

(i)   that attached thereto are true and complete copies of all resolutions and other consents adopted by the board of directors of the Company authorizing and approving the execution, delivery, filing and performance of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions and consents are in full force and effect as of the Closing;

(ii)   that attached thereto are true and complete copies of the Charter and by-laws of the Company and that such organizational documents are in full force and effect as of the Closing; and

(iii)   the names and signatures of the officers of the Company authorized to sign this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder.

(c)   The Company shall have delivered, or caused to be delivered, to the Transfer Agent an irrevocable instruction letter directing the Transfer Agent to issue the Shares to the Investor, either in certificated or book-entry form, as directed by the Investor.

(d)   The Company shall have delivered, or caused to be delivered, to the Investor, the Warrant Termination Agreement, duly executed by the Company and XL Investments.

Section 5.02          Conditions to Obligations of the Company . The obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Company’s waiver thereof, at or prior to the Closing, of each of the following conditions:

(a)   This Agreement and each of the other Transaction Documents to which the Investor is or will be a party shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to the Company.

(b)   Investor shall have delivered to the Company cash in an amount equal to the Purchase Price by wire transfer in immediately available funds, to an account or accounts designated in writing by the Company to Investor.

ARTICLE VI

INDEMNIFICATION

Section 6.01          Indemnification of Investor . Subject to the provisions of this Section 6.01, the Company will indemnify and hold Investor and its Affiliates (each, an “ Investor Indemnitee ”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Investor Indemnitee may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, or agreements made by the Company in this Agreement or any of the other Transactions Documents or (b) any action instituted against the Investor Indemnitee in any capacity with respect to any of the transactions contemplated by this Agreement or any of the other Transaction Documents (unless such action is based upon a breach of such Investor Indemnitee’s representations or warranties under this Agreement or any conduct by such Investor Indemnitee which constitutes fraud, gross negligence or willful misconduct).

Section 6.02          Payments . Once a Loss is agreed to by the Company or finally adjudicated to be payable pursuant to this Article VI, the Company shall satisfy its obligations within 15 Business Days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should the Company not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Company or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to 5%. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed, without compounding.

Section 6.03          Exclusive Remedies . Subject to Section 7.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VI. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this ARTICLE VI. Nothing in this 6.03 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party’s fraudulent, criminal or intentional misconduct.

ARTICLE VII

MISCELLANEOUS

Section 7.01          All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service or personal delivery:

Section 7.02          Severability . If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto 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 so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

Section 7.03          Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such subject matter. This Agreement shall be binding upon, and inure solely to the benefit of, each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.04          Expenses . All fees and expenses incurred in connection with this Agreement shall be paid by the party incurring such fees or expenses, whether or not the transactions contemplated hereby are consummated.

Section 7.05          Public Announcements; Confidentiality . The initial press release with respect to this Agreement and the transactions contemplated hereby shall be mutually agreed to by the Investor and the Company. The Company and Investor shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements or disclosures with respect to the transactions contemplated hereby, and shall not issue any such press release or make any such public statement or disclosure prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange.

Section 7.06          Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 7.07          Further Assurances . Subject to the terms and conditions of this Agreement, each party hereto shall use its commercially reasonable efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement, the other Transactions Documents and the consummation of the transactions contemplated hereby or thereby.

Section 7.08          No Third-Party Beneficiaries . This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.09         Amendment and Modification; Waiver . This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 7.10          Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .

(a)   This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

(b)   ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE STATE OR FEDERAL COURTS OF THE UNITED STATES OF AMERICA, IN EACH CASE, LOCATED IN THE STATE OF NEW YORK AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c)   EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10(c).

Section 7.11           Specific Performance . The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 7.12          Interpretation . The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any terms used in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein shall have the meaning as defined in this Agreement. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “will” shall be construed to have the same meaning as the word “shall”. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The word “or” shall not be exclusive. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to January 18, 2018. Unless the context requires otherwise (i) any definition of or reference to any Contract, instrument or other document or any Law herein shall be construed as referring to such Contract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (iv) all references herein to Articles and Sections shall be construed to refer to Articles and Sections of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 7.13          Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Exhibit 10.3

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

by

FIVE OAKS INVESTMENT CORP.,

and

HUNT COMPANIES EQUITY HOLDINGS, LLC

DATED AS OF JANUARY 18, 2018

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT , dated as of January 18, 2018 (this “ Agreement ”), among Five Oaks Investment Corp., a Maryland corporation (the “ Company ”) and Hunt Companies Equity Holdings, LLC (“ Hunt ”).

RECITALS

WHEREAS, the Company and Hunt entered into a Securities Purchase Agreement, dated as of the date hereof, (“ Securities Purchase Agreement ”) for the purchase of 1,539,406 of shares of the Company’s Common Stock;

WHEREAS, the Securities Purchase Agreement provides that the Company shall grant registration rights to Hunt as set forth herein; and

WHEREAS, the board of directors of the Company (the “ Board ”) has determined that it is in the best interests of the Company that the Company enter into this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto further covenant and agree as follows:

SECTION 1.           Definitions . The following terms have the following meanings:

“ Affiliate ” shall mean, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first Person. No holder of Registrable Securities nor any of its Affiliates shall be deemed to be an “Affiliate” of the Company for purposes of this Agreement.

“ Agreement ” shall have the meaning set forth in the Preamble to this Agreement, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof.

“ Board ” shall have the meaning set forth in the Recitals to this Agreement.

“ Common Stock ” shall mean the common stock, par value $0.01, of the Company, any securities into which such shares of common stock shall have been changed, or any securities resulting from any reclassification, recapitalization or similar transactions with respect to such shares of common stock.

“ Company ” shall have the meaning set forth in the Preamble to this Agreement.

“ Exchange Act ” shall mean the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder, or any similar successor statute, as in effect at the time.

“ Indemnified Beneficiary ” shall have the meaning assigned to such term in Section 11(c) of this Agreement.

“ Indemnified Party ” shall have the meaning assigned to such term in Section 11(a) of this Agreement.

“ Indemnified Person(s) ” shall have the meaning assigned to such term in Section 11(b) of this Agreement.

“ Independent Directors ” shall mean the members of the Board who are not officers or employees of the Shareholder or any Affiliate thereof and who otherwise are “independent” in accordance with the rules of the NYSE or such other securities exchange on which the Common Stock are listed.

“ Person ” shall mean an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or other enterprise, or any governmental or political subdivision or agency, bureau, department or instrumentality thereof.

“ register ,” “ registered ” and “ registration ” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

“ Registrable Securities ” shall mean the shares of Common Stock issued to Shareholder pursuant to the Securities Purchase Agreement, any and all shares of Common Stock owned or hereafter acquired by Shareholder and any other securities issued or issuable with respect to such shares of Common Stock by way of share split, share dividend, recapitalization, exchange or similar event or otherwise.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities Act ” shall mean the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder, or any similar successor statute, as in effect at the time.

“ Securities Purchase Agreement ” shall have the meaning assigned to such term in the Recitals to this Agreement.

“ Shareholder ” means Hunt or its permitted assigns, as the case may be.

“ Violation ” shall have the meaning assigned to such term in Section 11(a) of this Agreement.

SECTION 2.           Request for Registration (Demand Registration) .

(a)            Subject to Section 2(c), upon the written request from the Shareholder that the Company file a registration statement on an appropriate form under the Securities Act covering some or all of the registration of the Registrable Securities then owned by the Shareholder, then the Company shall file as soon as reasonably practicable, and in any event within ninety (90) days of the receipt of such request, a registration statement under the Securities Act covering such Registrable Securities.

(b)            Notwithstanding the foregoing, if the Company shall furnish to the Shareholder requesting a registration statement pursuant to this Section 2, a certificate signed by the chief investment officer or another responsible officer of the Company stating that in the good faith judgment of a majority of the Independent Directors, the filing of such registration statement would materially interfere with or otherwise adversely affect in any material respect any financing, acquisition, corporate reorganization or other material transaction or development involving the Company, or that would be materially detrimental to the Company and its stockholders because such filing would (A) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (B) render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than sixty (60) days after receipt of the request of the Shareholder; provided , however , that the Company may not utilize this right more than twice in any twelve (12)-month period.

(c)            Shareholder shall have the right to request registration pursuant to this Section 2 an aggregate of two (2) times in any twelve (12)-month period; provided, that each such registration remain effective under the Securities Act until the earlier of (1) an aggregate of ninety (90) days after the effective date thereof and (2) the consummation of the distribution by the holders participating in such registration of all of the Registrable Securities covered thereby.

(d)            In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2 for the Shareholder during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 3 hereof; provided , however , that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statements to become effective.

SECTION 3.          Company Registration (Piggyback Registration) .

If the Company, directly or indirectly through an Affiliate established for such purpose, proposes to register (including for this purpose a registration effected by the Company for equity owners other than the Shareholder) any of its Common Stock under the Securities Act in connection with a public offering of such Common Stock (other than pursuant to a registration statement on Form S-8 or any successor to such Form), the Company shall, at such time, promptly give Shareholder written notice of such registration setting forth the date on which the Company proposes to file such registration statement (which date shall be no earlier than thirty (30) days from the date of such notice). Upon the written request of Shareholder given within twenty (20) days after sending such notice by the Company in accordance with Section 12(l), the Company shall cause to be registered under the Securities Act all of the Registrable Securities that each Shareholder has requested to be registered and take any and all other actions reasonably necessary under United States federal or state laws or otherwise to permit such Shareholder to effect the proposed sale or other disposition of such Registrable Securities. The Company shall have the right to terminate or withdraw any registration statement contemplated by this Section 3, whether or not Shareholder has elected to include any Registrable Securities in such registration. If the managing underwriter or underwriters of any proposed underwritten offering of Registrable Securities included in a Piggyback Registration informs the Company and each Shareholder that has requested to participate in such Piggyback Registration, in writing that, in its or their opinion, the number of securities which such Shareholder and any other Persons intend to include in such offering in accordance with the terms of this Section 3 exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such registration shall be (i) first , 100% of the securities that the Company or any Person (other than a Shareholder) who exercised a contractual right to demand registration, as the case may be, proposes to sell; and (ii) second , and only if all the securities referred to in clause (i) have been included, the number of that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect on such registration, which such number shall be allocated pro rata among the Shareholders and any other Person to whom the Company has a contractual obligation on the date hereof to include in any such registration based on the relative number of the securities requested to be registered by such holders.

SECTION 4.          Obligations of the Company . Whenever required under Sections 2 or 3 to effect the registration of any Registrable Securities, the Company shall:

(a)            Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective until the completion of the distribution contemplated in the registration statement; provided , however , that before filing such registration statement or amendments thereto, the Company will furnish to the Shareholder copies of all such documents proposed to be filed and afford Shareholder a reasonable opportunity to comment thereon;

(b)            Subject to Section 4(a) above, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition set forth in the applicable registration statement;

(c)            Furnish to the holders of Registrable Securities such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d)            Use all commercially reasonable efforts to register and qualify the securities covered by such registration statement under the securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the holders of Registrable Securities; provided , however , that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdictions;

(e)            In the event of any underwritten public offering, use all commercially reasonable efforts to enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering and, in connection therewith, the Company shall cooperate with the underwriter and shall attend such meetings and travel to such places to aid in the marketing of such underwritten public offering as the underwriter may reasonably request;

(f)             Notify each participating Shareholder at any time when the Company is notified or becomes aware that a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(g)            Use all commercially reasonable efforts to cause all such Registrable Securities registered pursuant hereto be listed on each securities exchange on which similar securities issued by the Company are then listed;

(h)            Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration statement;

(i)             In the event of an underwritten public offering, use all commercially reasonable efforts to obtain, at the request of any holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration effected pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holders requesting registration of Registrable Securities and (ii) a letter, dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holders requesting registration of Registrable Securities; and

(j)            Take such other customary and reasonable actions as a Shareholder may reasonably request in order to facilitate the distribution of its Registrable Securities.

SECTION 5.          Furnish Information . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of a Shareholder that such Shareholder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Shareholder’s Registrable Securities; provided ,  however , that under no circumstances will a Shareholder be obligated to make representations or provide indemnities except with respect to information reasonably required with respect to itself, the securities proposed to be sold by it and the intended method of disposition of such securities by such Shareholder, or such other representations as required by law.

SECTION 6.          Expenses of Registration . All expenses (other than underwriting discounts and commissions, which shall be borne by the Shareholder) incurred in connection with registrations, filings or qualifications pursuant to Sections 2 or 3, including (without limitation) all registration, filing and qualification fees, SEC and state “Blue Sky” filings, printers’ and accounting fees (including the cost of “cold comfort” letters, if required), fees and disbursements of counsel for the Company and fees and disbursements of one counsel for all the holders, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2 if the registration request is subsequently withdrawn at the request of the initiating Shareholder (in which case all participating holders shall severally and proportionally bear such expenses), unless the initiating Shareholder agrees to forfeit its right to one demand registration pursuant to Section 2 for each such withdrawal.

SECTION 7.          Underwriting Requirements . Notwithstanding anything herein to the contrary, in connection with any offering involving an underwriting of equity interests of the Company, the Company shall not be required under Sections 2 or 3 to include any of a Shareholder’s Registrable Securities in such underwriting unless (i) in the case of registrations under Section 2, after such Shareholder’s reasonable opportunity to review and comment on the terms of the underwriting proposed by the underwriter, such Shareholder accepts the terms of the underwriting as agreed upon among the Company, such Shareholder and the underwriter, or (ii) in the case of registrations under Section 3, such Shareholder accepts the terms of the underwriting as agreed upon between the Company and the underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company; provided, however, that under no circumstances will the Shareholder be obligated to make representations or provide indemnities except with respect to information reasonably required to be furnished pursuant to Section 5 or such other representations as required by law .

SECTION 8.          Delay of Registration . Shareholder shall not have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Agreement.

SECTION 9.          Market Stand-Off Agreement . The Company and Shareholder agree, in the event requested by the managing underwriter(s) in connection with an underwritten public offering of securities of the Company, (a) not to sell, make short sales of, loan, grant any options for the purchase of, or otherwise dispose of any securities of the Company of the same or a similar class as the securities of the Company that are the subject of such underwritten public offering (other than those securities included in such public offering) without the prior written consent of the managing underwriter(s) for a period equal to the shorter of (i) forty-five (45) days in the case of any underwritten public offering and (ii) the period requested by the managing underwriter(s); and (b) to execute an agreement reflecting (a) above as may be reasonably requested by such managing underwriter(s).

SECTION 10.        Indemnification . In the event any Registrable Securities are included in a registration statement pursuant to this Agreement:

(a)            To the full extent permitted by law, the Company will indemnify and hold harmless Shareholder, and each officer, director, employee, Affiliate and each Person, if any, who controls such holder within the meaning of the Securities Act or the Exchange Act (any of the foregoing Persons, an “ Indemnified Party ”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, or the Exchange Act or other federal or state securities law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “ Violation ”): (A) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (B) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (C) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under any state securities law; and, the Company will pay to each Indemnified Party, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided , however , that the indemnity agreement contained in this Section 11(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned); provided further , however , that the Company shall not be liable to an Indemnified Party in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is directly based upon a Violation which occurs in reliance upon and in conformity with written information furnished by such Indemnified Party pursuant to Section 5 for use in connection with such registration, or which results from the failure of an Indemnified Party to deliver a final, amended or supplemental prospectus that was furnished to such Indemnified Party and required to be delivered if the Violation would not have occurred if the delivery by such Indemnified Party had been made.

(b)            To the full extent permitted by law, each Shareholder that is selling Registrable Securities, will indemnify and hold harmless the Company, each of its directors, officers, employees and Affiliates, and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, any other holder selling securities in such registration statement and any controlling Person of any such other holder (any of the foregoing Persons, an “ Indemnified Person(s) ”), against any losses, claims, damages or liabilities (joint or several) to which any of such Indemnified Persons may become subject under the Securities Act, the Exchange Act or state securities law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are directly based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Shareholder pursuant to Section 5 for use in connection with such registration; and each such Shareholder will pay, as incurred, any legal or other expenses reasonably incurred by any such Indemnified Person in connection with investigating or defending any such loss, claim, damage, liability, or action; provided , however , that the indemnity agreement contained in this Section 11(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the applicable Shareholder, which consent shall not be unreasonably withheld, delayed or conditioned. In no event shall any indemnity under this Section 11(b) exceed the gross proceeds from the offering received by such Shareholder.

(c)            Promptly after receipt by an Indemnified Party or Indemnified Person, as applicable (the applicable Indemnified Party or Indemnified Person, an “ Indemnified Beneficiary ”) under this Section 11(c) of written notice of the commencement of any action (including any governmental action), such Indemnified Beneficiary will, if a claim in respect thereof is to be made against any indemnifying party under this Section 11(c), deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense of the action with respect to such claim with counsel mutually and reasonably satisfactory to the parties; provided , however , that an Indemnified Beneficiary (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, reasonably acceptable to the indemnifying party, with the reasonable fees and expenses of such counsel to be paid by the indemnifying party, if representation of such Indemnified Beneficiary by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Beneficiary and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, only if such failure materially prejudices the ability of the indemnifying party to defend such action, shall relieve such indemnifying party of any liability to the extent of such material prejudice to the Indemnified Beneficiary under this Section 11, but the omission so to deliver written notice to the indemnifying party will not relieve the indemnifying party of any liability that the indemnifying party may have to any Indemnified Beneficiary otherwise than under this Section 11.

(d)            If the indemnification provided for in this Section 11 is unavailable to an Indemnified Beneficiary with respect to any loss, liability, claim, damage, or expense referred to herein, then the indemnifying party, in lieu of indemnifying such Indemnified Beneficiary hereunder, shall contribute to the amount paid or payable by such Indemnified Beneficiary as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the Indemnified Beneficiary on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the Indemnified Beneficiary shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the Indemnified Beneficiary and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission provided , however , that, in any such case, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e)            Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided , however , that any Indemnified Beneficiary hereunder has executed such underwriting agreement or otherwise has consented in writing to such provisions in the underwriting agreement.

(f)            The obligations of the Company and the Shareholder under this Section 11 shall survive the completion of any offering of Registrable Securities in a registration statement under this Agreement, and otherwise.

SECTION 11.        No Inconsistent Agreements . The Company represents, warrants and covenants and agrees that it has not granted, and shall not grant, registration rights with respect to any securities of the Company that would conflict with its obligations under the terms of this Agreement or that would grant any Person the right to include any securities in any demand registration effected pursuant to Section 2 of this Agreement.

SECTION 12.        Miscellaneous .

(a)            Amendments and Waivers . Except as otherwise provided in the following sentence, any provision of this Agreement may be amended or waived, if, but only if, such amendment or waiver is in writing and is signed by the Company and the Shareholder.

(b)            Expenses . Except as otherwise expressly provided herein, all costs and expenses incurred by a party in connection with the negotiation, execution and delivery of this Agreement shall be paid by the Person incurring such cost or expense.

(c)            Successors and Assigns . The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of (i) the Company and (ii) Hunt; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by Hunt to any transferee of Registrable Securities provided that such transferee shall only be admitted as a party hereunder upon its, his, or her execution and delivery of a joinder agreement, in form and substance acceptable to Hunt, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents that Hunt determines is necessary to make such Person a party hereto), whereupon such Person will be treated as a holder of Registrable Securities for all purposes of this Agreement, with same rights, benefits and obligations hereunder as the transferring holder with respect to the transferred Registrable Securities.

(d)            No Waiver . No failure or delay by any party hereto in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(e)            Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

(f)            Venue . EXCLUSIVE VENUE FOR ANY ACTION RELATING TO THIS AGREEMENT SHALL BE MAINTAINED IN THE COURTS LOCATED IN MARYLAND. EACH PARTY HERETO HEREBY CONSENTS TO PERSONAL JURISDICTION AND SERVICE OF PROCESS IN THE STATE OF MARYLAND FOR MATTERS THAT ARISE OUT OF THIS AGREEMENT.

To the extent permitted by applicable law, each party hereto waives and agrees not to assert, by way of motion, as a defense or otherwise in any such action, any claim (i) that it is not subject to the personal jurisdiction and service of process in the State of New York, (ii) that the action is brought in an inconvenient forum, (iii) that it is immune from any legal process with respect to itself or its property, (iv) that the venue of the suit, action or proceeding is improper or (v) that this Agreement, or the subject matter hereof, may not be enforced in or by any court of competent jurisdiction located within the State of New York.

(g)           Submission to Jurisdiction; Waiver of Jury Trial . No proceeding related to this Agreement may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and each other party hereto hereby consents to the jurisdiction of such courts and personal service with respect thereto. The Company and each other party hereto hereby waives all right to trial by jury in any proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company and each other party hereto agree that a final judgment in any such proceeding brought in any such court shall be conclusive and binding upon the Company and such other party and may be enforced in any other courts in the jurisdiction of which the Company and such other party are or may be subject, by suit upon such judgment.

(h)           Third Party Beneficiaries . Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any Person not a party hereto (other than those Persons entitled to indemnity or contribution under Section 11, each of whom shall be a third party beneficiary thereof) any right, remedy or claim under or by virtue of this Agreement.

(i)            Limitation on Damages . No punitive or consequential damages may be awarded in any action, suit or proceeding arising under or as a result of this Agreement.

(j)            Severability . Any term or provision of this Agreement that is determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement.

(k)           Notices . All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery or any courier guaranteeing overnight delivery (such as FedEx), addressed to the applicable party at the address set forth below and as set forth on Schedules I, II and III, or such other address as may hereafter be designated in writing by such party to the other parties in accordance with the provisions of this Section:

(a)          if to the Company:

Five Oaks Investment Corp.

540 Madison Avenue, 19th Floor

New York, NY 10022

Attention:   David Oston

Fax:            (212) 257-5099

Email:         doston@oakcirclecapital.com

With a copy to:

Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020-1089

Attention:   Paul D. Tvetenstrand, Esq.

Fax:            (212) 768-6800

Email:         paul.tvetenstrand@dentons.com

(b)          if to Shareholder:

Hunt Companies Equity Holdings, LLC
230 Park Avenue
19th Floor
New York, NY 10169

With a copy to:

(l)             Captions . The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

(m)           Entire Agreement . This Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and all other prior agreements and understandings with respect to the subject matter of this Agreement, whether oral or written, and there are no other representations, warrantees, covenants or other agreements except as stated or referred to herein or therein.

(n)           Counterparts; Facsimile Signatures . This Agreement may be executed in counterparts, each of which shall be an original, with the same effect as if the parties executing the counterparts had all executed one instrument. This Agreement may be executed and delivered by facsimile, and any such facsimile shall be treated for all purposes of this Agreement as an original.

(o)           No Partnership Intended . The parties hereto do not intend to be partners to one another or partners to any third party solely as a result of the operation of this Agreement.

(p)           Term . This Agreement shall terminate with respect to any Shareholder (i) for those Shareholders that beneficially own (as determined in accordance with Section 13(d) of the Exchange Act) less than one percent (1%) of the Company’s outstanding Common Stock, if all of the Registrable Securities then owned by such Shareholder could be sold in any ninety (90)-day period pursuant to Rule 144 under the Securities Act or (ii) as to any Shareholder, if all of the Registrable Securities held by the Shareholder have been sold in a registration pursuant to the Securities Act or pursuant to an exemption therefrom. Notwithstanding the foregoing, the provisions of Sections 1, 6, 8, 10 and 12 shall survive any such termination. Upon the written request of the Company, each Shareholder agrees to promptly deliver a certificate to the Company setting forth the number of Registrable Securities then beneficially owned by such Shareholder.

(q)           General Interpretive Principles . For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i)           the terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include any other gender;

(ii)          accounting terms not otherwise defined herein have the meanings given to them in the United States in accordance with GAAP;

(iii)         references herein to “Sections”, “clauses”, “paragraphs” and other subdivisions with reference to a document are to designated Sections, clauses, paragraphs and other subdivisions of this Agreement;

(iv)         a reference to a clause or paragraph without further reference to a Section is a reference to such clause or paragraph as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions;

(v)          the words “herein”, “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision;

(vi)         the term “include” or “including” shall mean without limitation by reason or enumeration; and

(vii)        the term “or” is used in the inclusive sense of “and/or.”

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement this 18th day of January, 2018.

[ Signature Page to Registration Rights Agreement ]

IN WITNESS WHEREOF, the undersigned have executed this Agreement this 18th day of January, 2018.

[ Signature Page to Registration Rights Agreement ]

Exhibit 10.4

EXECUTION VERSION

SHAREHOLDER AGREEMENT

This SHAREHOLDER AGREEMENT (as the same may be amended, restated, supplemented or modified in accordance with the terms hereof, this “ Agreement ”), dated as of January 18, 2018, is made and entered into by and between Hunt Companies Equity Holdings, LLC, a Delaware limited liability company (“ Hunt ”), and Five Oaks Investment Corp., a Maryland corporation (the “ Company ”).

RECITALS

WHEREAS, pursuant to the Share Purchase Agreement, Hunt acquired 1,539,406 shares of common stock, par value $0.01 per share, of the Company (“ Common Stock ”);

WHEREAS, in connection with the foregoing, Hunt has requested, among other things, that the Company appoint the Hunt Designee as a Director and nominate or re-nominate such Hunt Designee or other Person as a Director in accordance with the provisions of this Agreement; and

WHEREAS, simultaneously and in connection with the execution and delivery of this Agreement, the Company and Hunt desire to enter into the Registration Rights Agreement (as defined below) and the Share Purchase Agreement (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Article 1

DEFINITIONS

1.1          Definitions .

(a)          As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“ Affiliate ” means, with respect to any Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise .

“ Agreement ” has the meaning set forth in the Preamble to this Agreement.

“ Applicable Law ” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“ Beneficially Own ” means, with respect to any securities, having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act.

“ Board ” or “ Board of Directors ” means the board of directors of the Company.

“ Board Designation Expiration Date ” means the date on which the Hunt Percentage Interest is less than five percent (5%).

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks in the State of Maryland are authorized or required by law or executive order to close.

“ Common Stock ” has the meaning set forth in the Recitals to this Agreement.

“ Company ” has the meaning set forth in the Preamble to this Agreement.

“ Designation Notice ” has the meaning set forth in Section 2.1(c)(ii) .

“ Director ” means a director of the Company.

“ Election Meeting ” means any annual or special meeting of the shareholders of the Company at which Directors are to be elected, or any written consent of the shareholders of the Company pursuant to which Directors are to be elected.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

“ Governmental Authority ” means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality, or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, whether domestic or foreign.

“ Hunt ” has the meaning set forth in the Preamble to this Agreement.

“ Hunt Designee ” means the individual named by Hunt pursuant to Section 2.1(a) or any other individual designated for nomination by Hunt and elected or appointed pursuant to the provisions of Section 2.1 .

“ Hunt Percentage Interest ” means, as of any date of determination, the percentage represented by the quotient of (i) the number of shares of Common Stock that are Beneficially Owned by Hunt, Hunt Companies, Inc. and any of Hunt’s Affiliates and (ii) the number of all issued and outstanding shares of Common Stock.

“ Management Agreement ” means that certain Management Agreement, dated as of the date hereof, by and between the Company and the Manager.

“ Manager ” means Hunt Investment Management, LLC, a Delaware limited liability company.

“ NYSE ” means the New York Stock Exchange.

“ Person ” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity or any “group” (as defined under Rule 13-d of the Exchange Act).

“ Registration Rights Agreement ” means that certain Registration Rights Agreement, dated as of the date hereof, by and between the Company and Hunt.

“ Replacement ” has the meaning set forth in Section 2.1(c)(iii) .

“ Share Purchase Agreement ” means that certain Securities Purchase Agreement, dated as of the date hereof, by and between the Company and Hunt.

1.2          Other Definitional and Interpretative Provisions . The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include all Applicable Law. References herein to Articles and Sections shall be construed to refer to Articles and Sections of this Agreement.

Article 2

CERTAIN COVENANTS

2.1          Board of Directors .

(a)          Effective as of the date hereof, the Company shall cause the appointment of one (1) Hunt Designee as a Director to serve for a term expiring at the 2018 annual general meeting of the Company’s shareholders or until his or her successor is duly elected and qualified. Upon his or her appointment to the Board of Directors, the Company shall cause the appointment of such Hunt Designee to serve as Chairman of the Company.

(b)          From and after the date hereof until the Board Designation Expiration Date, Hunt shall have the right to designate one (1) Hunt Designee to be nominated by the Company for election to the Board of Directors; provided such right shall be deemed to be satisfied so long as the Hunt Designee appointed to the Board pursuant to Section 2.1(a) above is serving on the Board of Directors and is being nominated by the Board of Directors for re-election at the next annual general meeting of the Company’s shareholders in accordance with this Section 2.1 .

(c)          Until the Board Designation Expiration Date:

(i)          the Company and the Board of Directors shall include the Hunt Designee in management’s slate of nominees for the election of Directors at each applicable Election Meeting occurring from and after the date hereof. The Company agrees to use its reasonable best efforts to cause the election of the Hunt Designee to the Board of Directors at each Election Meeting including, (A) recommending that the shareholders of the Company vote in favor of the election of such Hunt Designee at such meeting, (B) soliciting proxies for the election of such Hunt Designee and (C) otherwise supporting such Hunt Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees;

(ii)         the Hunt Designee (or any Replacement thereof) must be an individual who is reasonably acceptable to the Company to serve in such capacity; provided that, for the avoidance of doubt, any investment professional or senior executive employed by Hunt or any of its Affiliates shall be deemed to be reasonably acceptable to the Company; and provided , further , that if the Company does not object in writing to a written notice (a “ Designation Notice ”) naming the Hunt Designee within ten (10) days of receipt thereof, then such Hunt Designee shall be deemed to be reasonably acceptable to the Company. If, within ten (10) days of the Company’s receipt of a Designation Notice, the Company determines that a Hunt Designee named therein is not reasonably acceptable to the Company, then the Company shall promptly provide Hunt with written notice of the reasons for such determination. Thereafter, the Company and Hunt shall cooperate in good faith so that Hunt may designate a Replacement. The Company shall take all actions necessary or appropriate (including delaying any Election Meeting) to ensure that the Hunt Designee is presented for nomination or appointment at each applicable Election Meeting;

(iii)        if the Hunt Designee (A) dies, is incapacitated or is otherwise unable or no longer wishes to serve as a nominee for appointment or election as a Director or to serve as a Director, for any reason, (B) is removed (upon death, resignation or otherwise) or fails to be elected at an Election Meeting as a result of such Hunt Designee failing to receive a plurality of the votes cast, or (C) is to be substituted by Hunt (with such Hunt Designee’s consent and resignation) for election at an Election Meeting, then, in each such case, Hunt shall have the right to submit the name of a replacement for such Hunt Designee (each, a “ Replacement ”) to the Company for its consideration, which Replacement shall serve as a nominee for appointment or serve as a Director in accordance with the terms of this Section 2.1 . In the case of any Replacement, Hunt shall give a Designation Notice to the Board and the Company of such Replacement as promptly as practicable following the event giving rise to such replacement and the Company shall cause the appointment of such Replacement to the Board as promptly as practicable following its receipt of a Designation Notice;

(iv)        the Hunt Designee shall be entitled to attend and shall receive advance notice (in the same manner and at the same time as the applicable committee members) of any meetings of any standing or special committee of the Board of Directors (including, without limitation, any audit, nominating, corporate governance, compensation or executive committees) in a non-voting observer capacity but excluding any meetings of any committee, or portion of any such meeting, whereby the members of such committee intends to discuss (A) conflicts arising between the Company and the Manager under the Management Agreement or (B) related party transactions between the Company and Hunt or any Affiliate thereof;

(v)         the Hunt Designee shall be entitled to reimbursement for reasonable, out-of-pocket and documented expenses incurred in attending meetings of the Board of Directors and, subject to Section 2.1(c)(iv) , its committees;

(vi)        the Company shall provide the Hunt Designee with the same rights to indemnification and advancement of expenses and the same director and officer insurance that it provides to the other members of the Board of Directors; and

(vii)       the Company shall not, without the prior written approval of Hunt, increase the size of the Board of Directors in excess of nine (9) or decrease the size of the Board of Directors if such decrease would require the resignation of the Hunt Designee; provided , however , that this provision shall not restrict the Company’s shareholders from taking any action that shareholders may take under Maryland General Corporation Law.

Article 3

MISCELLANEOUS

3.1          Notices . All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service or personal delivery:

540 Madison Avenue, 19th Floor

New York, NY 10022

With a copy to:

Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020-1089

Hunt Companies Equity Holdings, LLC

230 Park Avenue

19th Floor

New York, NY 10169

With a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

or such other address or facsimile number as such party hereto may hereafter specify for such purpose by notice to the other party hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

3.2           Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that no party hereto may assign, delegate or transfer any of its rights or obligations hereunder without the consent of the other party hereto; except that Hunt may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its Affiliates; provided that no such transfer or assignment shall relieve Hunt of its obligations hereunder or enlarge, alter or change any obligation of any other party hereto or due to Hunt.

3.3          Termination Agreement . The Company agrees that, without the prior written consent of Hunt, it shall not agree to or permit any amendments, modifications or waivers to that certain Termination Agreement, dated as of the date hereof, by and between the Company and Oak Circle Capital Partners LLC.

3.4          Amendment and Waiver .

(a)          Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement, shall be effective only if it is made or given in writing and signed by (i) the Company and (ii) Hunt.

(b)          No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided for herein are cumulative and are not exclusive of any rights and remedies that may be available to the parties hereto at law, in equity or otherwise.

3.5          Counterparts; Effectiveness . This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.

3.6          Specific Performance . The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Maryland or any Maryland state court, in addition to any other remedy to which they are entitled at law or in equity.

3.7          Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

3.8          Governing Law; Consent to Jurisdiction . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court sitting in the State of Maryland over any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. To the fullest extent they may effectively do so under Applicable Law, the parties hereto irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on either party hereto anywhere in the world, whether within or without the jurisdiction of any such court.

3.9          WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

3.10         Severability . If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto 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 so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

3.11          Entire Agreement; No Third Party Beneficiaries .

(a)          This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such subject matter.

(b)          This Agreement shall be binding upon, and inure solely to the benefit of, each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

3.12          Further Assurances . Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement on the date first written above.

[ Signature Page to Shareholder Agreement ]

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement on the date first written above.

[Signature Page to Shareholder Agreement]

Exhibit 10.5

EXECUTION VERSION

TERMINATION AGREEMENT

by and among

OAK CIRCLE CAPITAL PARTNERS LLC

and

FIVE OAKS INVESTMENT CORP.

Dated as of January 18, 2018

NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS DRAFT AGREEMENT HAS BEEN ENTERED INTO BETWEEN THE PARTIES. THIS DOCUMENT, IN ITS PRESENT FORM OR AS IT MAY BE HEREAFTER REVISED BY ANY PARTY, WILL NOT BECOME A BINDING AGREEMENT OF THE PARTIES UNLESS AND UNTIL IT HAS BEEN SIGNED BY ALL PARTIES.

TABLE OF CONTENTS 

TERMINATION AGREEMENT

This TERMINATION AGREEMENT, dated as of January 18, 2018 (this “ Agreement ”), is made and entered into by and between Oak Circle Capital Partners LLC, a Delaware limited liability company (“ OCCP ”), and Five Oaks Investment Corp, a Maryland Corporation (“ Five Oaks ”).

RECITALS

WHEREAS, OCCP and Five Oaks are party to that certain Management Agreement, dated as of May 16, 2012, by and between Five Oaks and OCCP (the “ Management Agreement ”), pursuant to which OCCP provides external management and other advisory services to Five Oaks (the “ Business ”);

WHEREAS, OCCP and Five Oaks desire to terminate the Management Agreement (the “ Termination ”);

WHEREAS, OCCP and Five Oaks have agreed that the Termination will not trigger payment of any Termination Fee (as such term is defined in the Management Agreement) and OCCP desires to hereby irrevocably waive any right to receive a Termination Fee; and

WHEREAS, immediately following the Termination, Five Oaks has agreed to enter into a new Management Agreement, dated as of the date hereof, by and between Hunt Investment Management, LLC, a Delaware limited liability company (“ Hunt ”), and Five Oaks (the “ New Management Agreement ”), which Management Agreement will govern the terms upon which Hunt will provide external management and other advisory services to Five Oaks from and after the Termination; and

WHEREAS, OCCP has agreed to enter into a Transition Agreement with Hunt which provides, among other things, that OCCP will provide certain transition assistance to Hunt in connection with Hunt becoming the new external manager of Five Oaks (the “ Transition Agreement ”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:

Article I
Definitions

Section 1.1             Definitions . The following capitalized terms shall have the following meanings for all purposes of this Agreement:

“ Action ” means any action, cause of action, claim, demand, arbitration, hearing, charge, complaint, examination, indictment, litigation, suit, inquiry, audit, notice of violation, proceeding, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person. For the purposes of this definition, the term “ control ,” when used with respect to any specified Person, means the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have correlative meanings.

“ Agreement ” has the meaning set forth in the preamble.

“ Announcement ” has the meaning set forth in Section 3.6 .

“ Books and Records ” means originals, or where not available, copies, of all books and records relating in any way to Business, the Management Agreement (including OCCP’s performance of services thereunder) or Five Oaks, including books of account, ledgers and general, financial and accounting records, tax returns (or portions thereof), machinery and equipment maintenance files, customer and distributor lists, customer and distributor purchasing histories, price lists, distribution lists, supplier lists, production data, sourcing data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files.

“ Business ” has the meaning set forth in the recitals.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by Law to close.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Contract ” means any contract, agreement, indenture, note, bond, loan, lease, sublease, conditional sales contract, mortgage, license, sublicense, franchise agreement, obligation, right, instrument, promise, undertaking, commitment or other binding arrangement or understanding (in each case, whether written or oral).

“ Enforceability Exceptions ” means (a) any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and (b) general principles of equity.

“ Five Oaks ” has the meaning set forth in the recitals.

“ Governmental Authority ” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Hunt ” has the meaning set forth in the preamble.

“ Investment Company Act ” means the Investment Company Act of 1940, as amended.

“ Investment Advisers Act ” means the Investment Advisers Act of 1940, as amended.

“ Law ” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“ Liability ” means any liability, obligation, debt or commitment of whatever kind or nature whatsoever (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether matured or unmatured, whether liquidated or unliquidated and whether due or to become due or otherwise) regardless of when arising.

“ Losses ” means losses, damages, Liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided , however , that “Losses” shall not include punitive damages, business interruption loss, loss of future revenue, diminution in value, lost profits or income, or consequential damages (except to the extent contemplated or reasonably foreseeable), except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party.

“ Management Agreement ” has the meaning set forth in the recitals.

“ New Management Agreement ” has the meaning set forth in the recitals.

“ OCCP ” has the meaning set forth in the preamble.

“ OCCP’s Knowledge ” or any other similar knowledge qualification, means the actual or constructive knowledge of any of David Carroll, David Oston, Paul Chong, Thomas Flynn, Darren Comisso or any director or officer of OCCP, in each case, after due inquiry.

“ Person ” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“ Representative ” means, with respect to any Person, any and all managers, directors, officers, employees, trustees, control persons, partners, stockholders, equity holders, members, consultants, financial advisors, counsel, accountants and other agents of such Person.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Tail Policy ” has the meaning set forth in Section 3.5 .

“ Taxes ” means (a) all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever; (b) any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties; and (c) any Liability in respect of the items described in clauses (a) and (b) payable by reason of successor, transferee or other Liability, operation of law, Treasury Regulations under section 1502 of the Code, or by contract, indemnity or otherwise.

“ Transition Agreement ” has the meaning set forth in the recitals.

“ Treasury Regulations ” means the Treasury regulations promulgated under the Code.

Section 1.2            Interpretive Provisions . Unless the express context otherwise requires:

(a)          the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b)          words defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(c)          the words “ Dollars ” and “ $ ” mean U.S. dollars;

(d)          references herein to a specific Article, Section, Subsection, Recital, Schedule or Exhibit shall refer, respectively, to Articles, Sections, Subsections, Recitals, Schedules or Exhibits of this Agreement or the Disclosure Schedules or Exhibits attached hereto;

(e)          wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

(f)          references herein to any gender shall include each other gender;

(g)          references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided , however , that nothing contained in this clause (g) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

(h)          references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

(i)          with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

(j)          the word “or” shall be disjunctive but not exclusive;

(k)          references herein to any Law shall be deemed to refer to such Law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder;

(l)          references herein to any Contract, instrument or other document mean such Contract, instrument or document as amended, supplemented or modified (including any waiver thereto) in accordance with the terms thereof, except that with respect to any Contract listed on any schedule hereto, all such amendments, supplements or modifications must also be listed on such schedule; and

(m)          any reference to “ordinary course of business” will be interpreted to mean “ordinary course of business consistent with past practice.”

Article II
TERMINATION AND RELEASE

Section 2.1            Termination of Management Agreement; Waiver of Termination Fee .

(a)          Subject to the terms and conditions set forth herein, effective as of the execution of this Agreement, the Management Agreement is hereby terminated by mutual agreement of Five Oaks and OCCP; provided , however , that Five Oaks and OCCP hereby agree that Section 9 (provided, that Five Oaks’ surviving indemnification obligations shall solely be with respect to Losses (as defined in the Management Agreement) (i) arising from claims brought by Five Oaks or third parties against OCCP or its Affiliates (excluding claims brought against OCCP or its Affiliates for the payment of fees, costs or expenses for services performed on or prior to the date hereof) relating to the Management Agreement and (ii) which are otherwise indemnifiable under the terms of Section 9 of the Management Agreement, as modified by the foregoing) and Sections 6, 15 and 17(e) of the Management Agreement shall survive the Termination in accordance with the terms of the Management Agreement (the “ Surviving Provisions ”).

(b)          Upon the entry into this Agreement, Five Oaks shall pay to OCCP an amount equal to $357,965.94, which amount represents all accrued and unpaid fees and reimbursements required to be paid under the Management Agreement through the date hereof.

(c)          Upon receipt of the payment specified in Section 2.1(b) , OCCP hereby releases Five Oaks from any and all claims OCCP or its Affiliates may have in respect of any fees or reimbursements under the Management Agreement. The foregoing shall not in any way limit or modify Five Oaks’ indemnification obligations under Section 9 of the Management Agreement (subject to the terms of this Agreement and limitations set forth in Section 2.1(a) ).

(d)          OCCP hereby irrevocably waives any and all right or interest that OCCP may have to receive a Termination Fee (as such term is defined in the Management Agreement) under the Management Agreement in connection with the Termination or the transactions contemplated hereby. OCCP acknowledges and agrees that it has no right to receive a Termination Fee under the Management Agreement.

Section 2.2             OCCP Release . OCCP, on behalf of itself and its controlled Affiliates and their successors and assigns hereby releases, acquits and forever discharges Five Oaks and each of its Affiliates, stockholders, members, directors, officers, employees, agents, representatives or advisors shareholders, members, partners, managers, directors, officers and employees, in their capacities as such, and each of their respective successors and assigns from any and all claims, demands, damages, actions, causes of action, rights, costs, losses, expenses, compensation or suits in equity, of whatsoever kind or nature, occurring or arising at any time through and including the date hereof with respect to the Management Agreement; provided , however , that the release included in this Section 2.2 shall not include (i) the right to enforce the Surviving Provisions or (ii) the right to assert any affirmative defenses, indemnity claims under Section 9 of the Management Agreement (subject to the terms of this Agreement) or counterclaims, in each case, in connection with any claim brought against OCCP or its Affiliates relating to the Management Agreement, whether occurring or arising at, prior to or after the date hereof (clauses (i) and (ii), the “ Excluded Matters ”).

Section 2.3             Covenant Not to Sue . Other than any Action or proceeding to enforce the terms of this Agreement or relating to the Excluded Matters, OCCP hereby agrees not to encourage, solicit, initiate, institute, commence, continue, file, or otherwise prosecute, directly or indirectly, or through third parties, any lawsuit, Action, claim, demand, or legal proceeding, for or arising out of or relating to the Management Agreement.

Article III
TrANSITION ASSISTANCE

Section 3.1            Books and Records .

(a)          Subject to the Surviving Provisions and Section 3.1(c) , OCCP will make its Books and Records available to any external manager of Five Oaks.

(b)          For a period of 18 months from the Termination, subject to Section 3.1(c) , OCCP shall (i) retain and reasonably make available to Five Oaks and its Affiliates and Representatives (including any then external manager of Five Oaks) copies of all information related to the Business or Five Oaks, (ii) respond promptly to the reasonable requests of Five Oaks and its Affiliates and Representatives (including any then external manager of Five Oaks) for information regarding the Business or Five Oaks, including in connection with the assessment or audit of internal control of financial reporting and management’s assessment thereof, Tax, litigation and other appropriate matters, (iii) reasonably cooperate with Five Oaks and its Affiliates and Representatives (including any then external manager of Five Oaks) and take all reasonable steps requested by Five Oaks and its Affiliates and Representatives (including any then external manager of Five Oaks) to assist in making an orderly transition to a new external manager of Five Oaks of the functions performed by OCCP for Five Oaks and (iv) promptly make available the personnel of OCCP (to the extent still employed by OCCP) regarding the foregoing, to the extent such activities are at reasonable times and places and do not interfere with the performance of their employment duties.

(c)          Notwithstanding anything to the contrary set forth herein, OCCP shall not be required to, or cause its controlled Affiliates, to deliver or make available any Books and Records where such delivery would (a) jeopardize the attorney-client, work product or other legal privilege of OCCP, (b) contravene any applicable Law (including any applicable law related to the confidentiality of individual performance or evaluation records, medical histories or other personnel-related information) or Governmental Order, or (c) materially breach or otherwise give a third party the right to terminate or accelerate material rights under a contract to which OCCP or any of its Affiliates is a party or otherwise bound (other than any such contract to which Five Oaks or any of its Affiliates (other than OCCP and its Affiliates) is also a party or otherwise bound or for which Five Oaks had an obligation to reimburse OCCP for any fees or reimbursement incurred thereunder); provided that in each case, OCCP shall: (i) give reasonable notice to Five Oaks of the fact that it is withholding any Books and Records pursuant to this Section 3.1(c) , (ii) inform Five Oaks with sufficient detail of the reason for such restriction or prohibition, and (iii) use its reasonable best efforts to cause the Books and Records that are subject to such restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition, including using reasonable best efforts to obtain a waiver of any such liability or third party right; and provided further that (x) the auditors and accountants of OCCP or its Affiliates shall not be obligated to make any work papers (to the extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (y) if the parties are in an adversarial relationship in litigation or arbitration, the furnishing of Books and Records in accordance with this Section 3.1 shall be subject to applicable rules relating to discovery.

Section 3.2             Transition Under the Management Agreement . From and after the Termination, OCCP shall take, and shall cause its controlled Affiliates and Representatives to take, the actions set forth in Sections 15(a) through 15(c) of the Management Agreement without any further compensation therefor.

Section 3.3             Further Assurances . From and after the Termination, each of the parties hereto shall, and shall cause its controlled Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof.

Section 3.4             Confidentiality . From and after the Termination, subject to Section 3.6 with respect to public announcements, except as may be required by applicable Law, Governmental Order or court process, without the prior written consent of Five Oaks, OCCP shall, and shall cause its controlled Affiliates and subsidiaries to, hold, and shall use its reasonable best efforts to cause its and their respective Representatives to hold in confidence and not use for any purpose whatsoever (including for its own benefit or for the benefit of any third-party) any and all information, whether written or oral, concerning the Business or Five Oaks, except to the extent that OCCP can show that such information: (a) is generally available to and known by the public through no fault of OCCP, any of its subsidiaries or controlled Affiliates or their respective Representatives; or (b) is lawfully acquired by OCCP, any of its subsidiaries or controlled Affiliates or their respective Representatives from and after the Termination from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If OCCP, any of its subsidiaries or any of their controlled Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, OCCP shall promptly notify Five Oaks and any external manager of Five Oaks in writing, to the extent legally permissible, and shall disclose only that portion of such information which OCCP is advised by its counsel in writing is legally required to be disclosed; provided , that, if requested by Five Oaks or any then external manager of Five Oaks, OCCP shall, and shall cause its subsidiaries, controlled Affiliates and its and their respective Representatives to cooperate in all reasonable respects with Five Oaks’ efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. For purposes of this Section 3.4 , Representatives shall not include stockholders, equity holders or members who are not otherwise covered within another category of Persons under the definition of Representatives.

Section 3.5             Insurance . At or prior to the Termination, OCCP shall, at its sole cost and expense, purchase the following “tail” liability insurance coverage (each, a “ Tail Policy ”): (a) the PortfolioSelect for Financial Institutions” liability policy in force with National Union Fire Insurance Company of Pittsburgh, Pa., policy number 01-381-65-14, and (b) the investment advisory coverage extension provided to OCCP under Endorsement #37 of the ExecutiveEdge policy in force with National Union Fire Insurance Company of Pittsburgh, Pa., policy number 01-381-50-46, including the excess coverage following from such coverage extension in force with Endurance American Insurance Company, policy number FIX10006690202. Each Tail Policy shall provide for coverage for a period of six years following the Termination related to, arising from or in connection with any of OCCP’s acts or omissions in connection with the Management Agreement or its performance of services as “Manager” thereunder prior to the Termination. Each Tail Policy shall provide the coverage and limits contained in the policies in force immediately prior to the Termination, which coverage and limits are set forth on Schedule 3.5 . Five Oaks and any external manager of Five Oaks (and its successors and assigns) shall be additional named insureds and direct third-party beneficiaries to each Tail Policy, and OCCP agrees not to take any action to limit, impair or circumvent any Tail Policy, including, to the extent required, failing to maintain its limited liability company existence.

Section 3.6             Public Announcements . OCCP and Five Oaks agree that the initial press release with respect to this Agreement and the transactions contemplated hereby shall be in the form set forth on Exhibit A hereto (the “ Announcement ”). Thereafter, OCCP agrees and acknowledges that it will, and will cause its controlled Affiliates to, consult with Five Oaks before issuing, and give Five Oaks the opportunity to review and comment upon, and agree to the terms of, any press release or other public statement before making any such public statements, in each case, with respect to this Agreement or Five Oaks, and shall not, and shall cause its controlled Affiliates not to, issue any such press release or make any such public statement prior to such consultation and agreement, except as may be required by applicable Law, Governmental Order, court process or the rules and regulations of any national securities exchange, or national securities quotation system. For the avoidance of doubt, nothing herein will restrict Five Oaks from making any public statement or issuing any press release, provided that Five Oaks shall provide OCCP the opportunity to review and comment on any press release with respect to this Agreement and the transactions contemplated hereby to the extent OCCP or its Affiliates are identified by name in the press release and the contents of any such press release are inconsistent with the Announcement or any other public statements or press releases made by Five Oaks or OCCP in compliance with this Section 3.6 .

Article IV
Representations and warranties of OCCP

Except as set forth in the correspondingly numbered of the Disclosure Schedules, OCCP represents and warrants to Five Oaks that the statements contained in this Article IV are true and correct as of the date hereof.

Section 4.1             Organization and Qualification of OCCP . OCCP is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware. There are no bankruptcy, insolvency, reorganization or arrangement proceedings threatened or commenced by any Person, or pending that involve OCCP or its controlled Affiliates.

Section 4.2             Authority of OCCP and Enforceability . OCCP has full limited liability company power and authority to execute, deliver and perform this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby (including, for the avoidance of doubt, the Termination). The execution, delivery and performance by OCCP of this Agreement and the consummation by OCCP of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of OCCP, and no other limited liability company action on the part of OCCP or its board of directors or managers, management committee, members or any equity holder is necessary to authorize the execution, delivery and performance by OCCP of this Agreement. This Agreement has been duly executed and delivered by OCCP and, assuming due execution and delivery by each other party hereto, constitutes the legal, valid and binding obligation of OCCP, enforceable against OCCP in accordance with its terms, subject to the Enforceability Exceptions. The entry into this Agreement and the Transition Agreement does not violate any of the applicable provisions of the Investment Company Act or the Investment Advisers Act.

Section 4.3             Non-Contravention . The execution, delivery and performance by OCCP of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (a) conflict with or result in a violation or breach of, or default under (or an event which, with the giving of notice or the passage of time, or both, would constitute a breach), require any consent, authorization, approval or exemption by, any Person under, or give to others any rights of termination or amendment under, any provision of the certificate of formation, limited liability company agreement or other organizational documents of OCCP; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to OCCP; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of, or create in any party, the right to accelerate, terminate, modify or cancel any Contract to which OCCP is a party, or by which any of its assets or properties may be bound or affected and which has not been obtained on or prior to the date hereof; or (d) result in the creation or imposition of any encumbrance on OCCP or Five Oaks. This Agreement is adequate and sufficient to complete the Termination, and no further action on the part of any Person (including Five Oaks or its board of directors or shareholders) is required to effect the Termination.

Section 4.4             Legal Proceedings; Governmental Orders .

(a)          There are no Actions pending or, to OCCP’s Knowledge, threatened against OCCP or any of its assets, properties or businesses by any Person, including any Actions that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b)          There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting OCCP or any of its assets, properties or businesses.

Section 4.5             Compliance With Laws . OCCP has complied, and is in compliance in all material respects, with all Laws applicable or related to it or its properties or assets, the Business, Five Oaks and the Management Agreement (including in connection with OCCP’s performance of services as “Manager” thereunder).

Section 4.6             Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of OCCP.

Article V
Representations and warranties of FIVE OAKS

Five Oaks represents and warrants to OCCP that the statements contained in this Article V are true and correct as of the date hereof.

Section 5.1             Organization and Qualification of Five Oaks . Five Oaks is a corporation, duly incorporated, validly existing and in good standing under the Laws of the State of Maryland.

Section 5.2             Authority of Five Oaks and Enforceability . Five Oaks has full corporate power and authority to execute, deliver and perform this Agreement, to carry out its obligations hereunder. The execution, delivery and performance by Five Oaks of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Five Oaks, and no other corporate action on the part of Five Oaks or its board of directors, members or any equity holder is necessary to authorize the execution, delivery and performance by Five Oaks of this Agreement. This Agreement has been duly executed and delivered by Five Oaks and, assuming due execution and delivery by each other party hereto, constitutes the legal, valid and binding obligation of Five Oaks, enforceable against Five Oaks in accordance with its terms, subject to the Enforceability Exceptions.

Section 5.3             Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Five Oaks, which would give rise to any Liability of OCCP after the Termination.

Article VI
Miscellaneous

Section 6.1            Expenses . Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 6.2          Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.2 ):

If to Five Oaks:

Five Oaks Investment Corp.
540 Madison Avenue, 19th Floor
New York, NY 10022
Attention:       Secretary of the Board of Directors

Section 6.3            Headings . The headings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement.

Section 6.4            Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 6.5             Entire Agreement . This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

Section 6.6             Schedules and Exhibits . Any matter, information or item disclosed in the Schedules delivered under any specific representation, warranty or covenant or Schedule number hereof shall be deemed to have been disclosed for all purposes of this Agreement, in response to all representations, warranties or covenants in this Agreement, solely to the extent the applicability of such matter, information or item disclosed is apparent based on a plain reading of such disclosure without reference to extrinsic documentation.  The Schedules and Exhibits hereto are hereby incorporated into this Agreement, and are hereby made a part hereof as if set out in full in this Agreement

Section 6.7             Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 6.8             No Third-Party Beneficiaries . This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 6.9             Amendment and Modification; Waiver . This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 6.10           Mutual Drafting . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement.

Section 6.11           Governing Law . 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 (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in, or in connection with, this Agreement or as an inducement to enter into this Agreement), shall be governed by the internal laws of the State of New York.

Section 6.12           Consent to Jurisdiction and Service of Process .

(a)          Other than an Action by any external manager of Five Oaks for equitable relief as set forth in Section 6.12(b) any Action seeking to enforce any provision of, or, directly or indirectly arising out of or in any way relating to, this Agreement or the transactions contemplated hereby shall be brought in a federal or state court located in the State of New York, in each case, located in the Borough of Manhattan in the county of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.2 shall be deemed effective service of process on such party.

(b)          Nothing contained in Section 6.12(a) shall limit the right of a party hereto to take any Action against any other party hereto in any court of competent jurisdiction for the purposes of seeking any equitable remedy or relief, including injunctions, rescission or specific performance, nor shall the taking of any such Action by a party hereto in one or more jurisdictions preclude the taking of any such Action in any other jurisdiction (whether concurrently or not) if and to the extent permitted by Law.

Section 6.13           WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT 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 AND (B) ACKNOWLEDGES THAT IT, AND THE OTHER PARTIES HERETO, HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 6.14           Specific Performance . The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions hereof and to specific performance of the terms hereof, in addition to any other remedy at law or equity, and the parties hereby waive any requirement for the posting of any bond or similar collateral in connection herewith.

Section 6.15           Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 6.16           Non-recourse . This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party or of any Affiliate of any party, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Signature Page to Termination Agreement

Exhibit A

Announcement

(Please see attached.)