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Two Harbors Investment Corp – Plans of Reorganization, Merger, Acquisition or Similar

NYSE: TWO    
Share price (6/15/26): $12.24    
Market cap (6/15/26): $1.286 billion

Plans of Reorganization, Merger, Acquisition or Similar Filter

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
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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
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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
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EX-2.1
from DEFA14A 89 pages Agreement and Plan of Merger by and Among Crosscountry Intermediate Holdco, LLC, Crosscountry Merger Corp. and Two Harbors Investment Corp. Dated as of March 27, 2026
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EX-2.1
from 8-K 89 pages Agreement and Plan of Merger by and Among Crosscountry Intermediate Holdco, LLC, Crosscountry Merger Corp. and Two Harbors Investment Corp. Dated as of March 27, 2026
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EX-2.1
from 425 102 pages Agreement and Plan of Merger by and Among Uwm Holdings Corporation, Uwm Acquisitions 1, LLC and Two Harbors Investment Corp. Dated as of December 17, 2025
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EX-2.1
from 8-K 102 pages Agreement and Plan of Merger by and Among Uwm Holdings Corporation, Uwm Acquisitions 1, LLC and Two Harbors Investment Corp. Dated as of December 17, 2025
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EX-2.1
from 10-Q 87 pages Execution Version Stock Purchase Agreement Dated as of August 2, 2022 by and Among Matrix Financial Services Corporation, Freedom Mortgage Corporation, and Roundpoint Mortgage Servicing Corporation
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EX-2.1
from 425 132 pages Agreement and Plan of Merger Among Two Harbors Investment Corp., Eiger Merger Subsidiary LLC and CYS Investments, Inc. Dated as of April 25, 2018
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EX-2.1
from 8-K 132 pages Agreement and Plan of Merger Among Two Harbors Investment Corp., Eiger Merger Subsidiary LLC and Cys Investments, Inc. Dated as of April 25, 2018
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EX-2.31.2
from 10-Q 1 page Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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