EX-2.1
from 8-K
11 pages
This Second Amendment to the Agreement and Plan of Merger, Dated May 7, 2026 (This “Amendment”), Is Entered Into by and Among Crosscountry Intermediate Holdco, LLC (“Parent”), Crosscountry Merger Corp. (“Merger Sub”) and Two Harbors Investment Corp. (The “Company”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed to Them in the Merger Agreement (As Defined Below). Whereas, on March 27, 2026, the Parties Hereto Entered Into the Agreement and Plan of Merger and on April 28, 2026 Such Parties Entered Into an Amendment Thereto (As Amended, the “Merger Agreement”). Whereas, the Parties Hereto Desire to Amend the Terms of the Merger Agreement to Reflect Certain Changes to the Merger Agreement on the Terms and Conditions Set Forth in This Amendment. Now, Therefore, in Consideration of the Foregoing and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: 1. Increase to the Merger Consideration. in Section 3.1(a)(i) of the Merger Agreement, the Reference to “$11.30” Is Hereby Amended to Be “$12.00”. 2. Increase to the Company Termination Fee. in the Definition of “Company Termination Fee” in the Merger Agreement, the Reference to “$50,000,000” Is Hereby Amended to Be “$51,000,000”. 3. Amendment to Financing Provisions for Debt Commitment Letters. in Addition to the Other Amendments Set Forth in This Amendment, the Merger Agreement Is Hereby Further Amended as Set Forth on Annex a Attached to This Amendment
12/34/56
EX-2.1
from DEFA14A
5 pages
This First Amendment to the Agreement and Plan of Merger, Dated April 28, 2026 (This “Amendment”), Is Entered Into by and Among Crosscountry Intermediate Holdco, LLC (“Parent”), Crosscountry Merger Corp. (“Merger Sub”) and Two Harbors Investment Corp. (The “Company”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed to Them in the Merger Agreement (As Defined Below). Whereas, on March 27, 2026, the Parties Hereto Entered Into the Agreement and Plan of Merger (The “Merger Agreement”). Whereas, the Parties Hereto Desire to Amend the Terms of the Merger Agreement to Reflect Certain Changes to the Merger Agreement on the Terms and Conditions Set Forth in This Amendment. Now, Therefore, in Consideration of the Foregoing and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: 1. Increase to the Merger Consideration. in Section 3.1(a)(i) of the Merger Agreement, the Reference to “$10.80” Is Hereby Amended to Be “$11.30”. 2. Increase to the Company Termination Fee. in the Definition of “Company Termination Fee” in the Merger Agreement, the Reference to “$25,400,000.00” Is Hereby Amended to Be “$50,000,000”. 3. Amendment to Uwm Termination Fee Refund. Section 8.3(c) of the Merger Agreement Is Amended and Restated to Be as Follows
12/34/56
EX-2.1
from 8-K
5 pages
This First Amendment to the Agreement and Plan of Merger, Dated April 28, 2026 (This “Amendment”), Is Entered Into by and Among Crosscountry Intermediate Holdco, LLC (“Parent”), Crosscountry Merger Corp. (“Merger Sub”) and Two Harbors Investment Corp. (The “Company”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Ascribed to Them in the Merger Agreement (As Defined Below). Whereas, on March 27, 2026, the Parties Hereto Entered Into the Agreement and Plan of Merger (The “Merger Agreement”). Whereas, the Parties Hereto Desire to Amend the Terms of the Merger Agreement to Reflect Certain Changes to the Merger Agreement on the Terms and Conditions Set Forth in This Amendment. Now, Therefore, in Consideration of the Foregoing and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: 1. Increase to the Merger Consideration. in Section 3.1(a)(i) of the Merger Agreement, the Reference to “$10.80” Is Hereby Amended to Be “$11.30”. 2. Increase to the Company Termination Fee. in the Definition of “Company Termination Fee” in the Merger Agreement, the Reference to “$25,400,000.00” Is Hereby Amended to Be “$50,000,000”. 3. Amendment to Uwm Termination Fee Refund. Section 8.3(c) of the Merger Agreement Is Amended and Restated to Be as Follows
12/34/56