UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)



x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the fiscal year ended December 31,
2015

OR

 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ____ to____

Commission file number: 001-35845



FIVE OAKS INVESTMENT CORP.

(Exact name of registrant as specified in
its charter)



|Maryland                                                       |  | 45-4966519                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



540 Madison Avenue, 19th Floor,
New York, New York 10022
(Address of principal executive offices) (Zip Code)



Registrant’s Telephone Number,
including area code (212) 257-5073



Securities Registered Pursuant to Section
12(b) of the Act:



|Title of Each Class                                             |  | Name of Each Exchange on which registered
|--------------------------------------------------------------- |  | -----------------------------------------
|                                                                |  |                                          
|Common stock, $0.01 par value                                   |  | New York Stock Exchange                  
|Series A Cumulative Redeemable Preferred Stock, $0.01 par value |  | New York Stock Exchange                  



Securities Registered Pursuant to Section
12(g) of the Act:

None.



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈
or No x



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  ̈
or No x



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x or No  ̈.



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes x
or No  ̈.



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



|Large accelerated filer  ̈                                       | Accelerated filer x        
|--------------------------------------------------------------- | ---------------------------
|Non-accelerated (Do not check if a smaller reporting company)  ̈ | Smaller reporting company  ̈



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ or No x



The aggregate market value of the registrant’s
common stock held by non-affiliates was $94.8 million based on the closing sales price on the New York Stock Exchange on June 30,
2015.



As of March 22, 2016, the registrant had
outstanding 14,597,894 shares of common stock, $0.01 par value.



Documents Incorporated By Reference



None.











EXPLANATORY NOTE



In its Annual Report on Form 10-K for the
year ended December 31, 2015, filed with the Securities and Exchange Commission on March 23, 2016, or the Original Filing,
Five Oaks Investment Corp., or the Company, provided certain of the information required by Items 10 through 14 of Part III
of the Original Filing by incorporating by reference portions of the definitive proxy statement for the Company’s 2016 Annual
Meeting of Stockholders, pursuant to General Instruction G of Form 10-K. The Company is filing this Amendment No. 1 on Form 10K/A,
or Amendment No. 1, solely: (i) to timely provide such Part III information; and (ii) to amend applicable check boxes
on the cover page to indicate the filing of all required reports and Interactive Data Files, and to amend the section of the cover
page captioned “Documents Incorporated by Reference” to read “None”. In accordance with Rule 12b-15
under the Securities Exchange Act of 1934, as amended, or Rule 12b-15, the cover page, Part III and Part IV of the
Original Filing have been amended and restated in their entirety. Except as otherwise noted, information included in this Amendment
No. 1 is stated as of December 31, 2015 and does not reflect any subsequent information or events.



As required by Rule 12b-15, new certifications
of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 1.



PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



Information About Directors



Set forth below is information regarding the current members
of our board of directors. The biographical information concerning such directors has been furnished by them to the Company. Age
and other information are as of April 8, 2016. There are no family relationships between any director and executive officer.



|Name                   |  | Age |  | Position Held with Us                                        |  | Director Since
|---------------------- |  | --- |  | ------------------------------------------------------------ |  | --------------
|David C. Carroll       |  | 57  |  | Chief Executive Officer, President and Chairman of the Board |  | 2012          
|David Oston            |  | 57  |  | Chief Financial Officer, Secretary, Treasurer and Director   |  | 2012          
|Neil A. Cummins(1)     |  | 61  |  | Independent Director                                         |  | 2013          
|William A. Houlihan(1) |  | 60  |  | Independent Director                                         |  | 2013          
|Walter C. Keenan(1)    |  | 48  |  | Independent Director                                         |  | 2015          



(1)      Currently a member of the
audit committee, compensation committee and nominating and corporate governance committee. Mr. Houlihan is the chair of our audit
committee. Mr. Keenan is the chair of our compensation committee. Mr. Cummins is chair of our nominating and corporate governance
committee. Mr. Thomas M. Pearce, Jr. resigned from our board of directors effective December 15, 2015, to dedicate his full time
to his role as President and CEO of MAXEX.



Board Qualifications



The nominating and corporate governance committee is responsible
for reviewing with our board of directors, on an annual basis, the appropriate characteristics, skills and experience required
for our board of directors as a whole and its individual members. While the nominating and corporate governance committee has established
no minimum eligibility requirements for candidates to serve on our board of directors, in performing its duties, the nominating
and corporate governance committee considers any criteria it deems appropriate, including but not limited to the following criteria:



2






| | • | personal and professional integrity, ethics and values;                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                           
| | • | experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment;
| |   |                                                                                                                                                                                                                                                                           
| | • | experience in our industry and with relevant social policy concerns;                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                           
| | • | experience as a board member of another publicly held company;                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                           
| | • | academic expertise in an area of our operations; and                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                           
| | • | practical and mature business judgment, including ability to make independent analytical inquiries.                                                                                                                                                                       



Each director must also possess fundamental qualities of intelligence,
honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The nominating and corporate governance
committee may, in its discretion, consider diversity in identifying nominees for directors. Our board of directors evaluates each
individual in the context of the board of directors as a whole, with the objective of assembling a group that can best represent
stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. Directors
must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed
to serve on our board of directors for an extended period of time.



We believe that the members of our board of directors represent
a desirable mix of backgrounds, skills and experiences, and they all share the personal attributes of effective directors described
above. Included in the biographical information set forth below are some of the specific experiences and skills of our directors
that led the board to conclude that, in light of our business and structure, such individuals should serve as members of the board.



Biographical Information -- Directors



David C. Carroll has been our Chief Executive Officer,
President and Chairman of the Board since our formation in March 2012 and has been the CEO, President and Chairman of the Board
of Oak Circle Capital Partners LLP, or our Manager, since our Manager’s formation in March 2012. He has almost 30 years of
experience in a wide range of trading, structuring and management roles within the credit markets. In 1999, Mr. Carroll co-founded
a specialized investment management company Ceres Capital Partners, LLC, or Ceres Capital, that was sold to and was operated as
part of Stanfield Capital Partners, or Stanfield, from 2001 until January 2007, when it reverted to the name Ceres Capital. Ceres
Capital was the investment manager for a structured investment vehicle, Victoria Finance Ltd, or Victoria. In June 2008, Ceres
Capital entered Chapter 11 under the Bankruptcy Code. Mr. Carroll became President of Ivy Square, Ltd., or Ivy Square, an investment
firm, in 2008, where he remained until founding our Manager in 2012. Prior to Ceres Capital, Mr. Carroll spent 13 years with Morgan
Stanley where he served in a variety of management and trading roles. Mr. Carroll started his career working for Cargill Inc. as
an oil trader. Mr. Carroll graduated with an M.B.A. from the Duke University Fuqua School of Business and from the University of
Virginia with a B.A.



As a consequence of Mr. Carroll’s 30 years’ experience
in a wide range of financial and investment management markets, including mortgages and derivatives, he is well qualified to provide
valuable advice to our board of directors in many important areas.



Neil A. Cummins has been an independent director of our
board of directors since the closing of our initial public offering, or IPO, in March 2013. Mr. Cummins has been active in international
financial markets for over 30 years. Mr. Cummins is currently Chairman of Oak Ridge Investments LLC, a privately-owned investment
manager. From 1997 to 2012, Mr. Cummins held a variety of global roles with Barclays Capital, including founding Management Committee
member, Global Head of Distribution and Research, Global Head of Strategic Relationship Management and voting member of the Barclays
Bank Group Credit Committee. He also served on the Board of Directors of iBoxx Limited and the International Index Company from
2003 to 2005. From 1985 to 1997, Mr. Cummins was a Managing Director of Morgan Stanley, and served on the Board of Directors of
Morgan Stanley Bank Luxembourg SA and the Supervisory Board of Morgan Stanley Bank AG, Frankfurt. Prior to 1985, Mr. Cummins worked
in the international financial markets, principally with Mellon Bank N.A. Mr. Cummins graduated with a B.A. in Economics from Indiana
University.



3






As a consequence of over 30 years’ experience in international
financial markets, Mr. Cummins is well qualified to provide valuable advice to our board of directors in many important areas.



William A. Houlihan has been an independent director
of our board of directors since the listing of our common stock on the NYSE in March 2013. Mr. Houlihan has more than 30 years
of diversified financial sector and business experience. He served from March 2013 to February 2014 as the chief financial officer
for Amalgamated Bank, a privately owned company. He served from July 2013 to July 2015 as lead independent director and chairman
of the audit committee of Tiptree Financial Partners, LP, or Tiptree, a publicly traded financial services holding company; and
from August 2010 to July 2013 as lead independent director and chairman of the audit committee for Care Investment Trust, a publicly
traded healthcare REIT which merged with Tiptree in July 2013. He has served since November 2012 as a director and audit committee
chairman for Max Exchange, LLC, a privately-owned residential mortgage loan trading business. He has served since 2009 as a director
and financial expert on the audit committee of First Physicians Capital Group, a privately-owned healthcare investment company,
which was registered with the Securities and Exchange Commission, or SEC, prior to completion of a going-private transaction in
January 2015, from April 2013 to September 2014 as Non-Executive Chairman of its board of directors and since May 2013 as the chairman
of its audit committee. From 2003 to 2010, he was a director of SNL Financial, a privately owned financial information company,
and in addition, from 1998 to 2012 he was a director and shareholder of a family-owned commercial real estate investment partnership.



From 2001 through 2008, Mr. Houlihan was a private investor
while he served as transitional Chief Financial Officer for several distressed financial services companies: Sixth Gear, Inc. from
October 2007 to November 2008, Sedgwick Claims Management Services from August 2006 until January 2007, Metris Companies from August
2004 to January 2006, and Hudson United Bancorp from January 2001 to November 2003. From 1981 until 2000, and for short-term periods
in 2004 and 2007, Mr. Houlihan worked for a number of investment banking companies, including UBS, J.P. Morgan, Keefe Bruyette
& Woods, Bear Stearns and Goldman Sachs. He also held several auditing and accounting positions from June 1977 through June
1981. Mr. Houlihan graduated with an M.B.A. in Finance from New York University Graduate School of Business, and a B.S. in Accounting
from Manhattan College. In addition he was licensed as a Certified Public Accountant, but his license is currently inactive.



On March 13, 2015, Mr. Houlihan settled an administrative proceeding
brought by the SEC regarding his alleged failure to file on a timely basis required Schedule 13D amendments and Section 16(a) reports
relating to his beneficial ownership of securities of First Physicians Capital Group, Inc., or FPCG. Mr. Houlihan is a member of
the board of directors of FPCG and a greater than 10% beneficial owner of FPCG securities. In the settlement, Mr. Houlihan did
not admit or deny the SEC’s allegations, consented to the entry of a cease and desist order requiring him not to cause any
violation of Sections 13(d)(2) and 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and agreed to
pay a civil penalty of $15,000 to the SEC.



As a consequence of Mr. Houlihan’s 30 years of pertinent
experience, qualifications and skills including significant financial expertise and literacy, he is well qualified to provide significant
and relevant expertise and advice to our board of directors in relation to many areas, including accounting and financial matters.



Walter C. Keenanhas been an independent director of
our board of directors since April 17, 2015. Mr. Keenan has over 25 years of experience in the financial services industry as an
advisor, investor and executive manager. Since July 2013, he has served as Chief Executive Officer of Advantage Insurance Holdings
Ltd., or Advantage Insurance, a specialty insurance group serving the insurance needs of high net worth individuals and business
owners worldwide. Mr. Keenan was a consultant to Advantage Insurance from July 2012 through July 2013. Since October 2013, Mr.
Keenan has also served as a director and audit committee chair of Republic Companies, Inc., a regional property and casualty insurance
company. Prior to joining Advantage Insurance, from March 2011 to October 2011, Mr. Keenan served as Executive Chairman of Medicus
Insurance Holdings, Inc., a provider of professional liability insurance to physicians, and was Chairman from July 2006 to March
2011. Before becoming an insurance industry executive, Mr. Keenan worked in private equity as President of JMP Capital, the principal
investments group of JMP Group LLC (NYSE: JMP) from 2007 to 2011 and as a Principal of The Cypress Group from 2005 to 2007. Mr.
Keenan’s work for JMP and Cypress included strategic investments in two mortgage REIT companies. Mr. Keenan began his career
at Morgan Stanley, where he worked in investment banking from 1989 to 2003. Mr. Keenan received a Bachelor of Arts degree with
Honors from Southern Methodist University.



4






As a consequence of over 25 years’ experience in financial
services, Mr. Keenan is well qualified to provide valuable advice to our board of directors in many important areas.



David Oston has been our Chief Financial Officer, Treasurer,
Secretary and a director since our formation in March 2012 and has been the CFO, Treasurer and Secretary of our Manager since its
formation in March 2012. He has more than 30 years’ experience underwriting, investing and managing financial exposures in
various sectors of the credit markets. Starting in 2002 through 2008, Mr. Oston was a portfolio manager at Stanfield/Ceres with
a focus on structured products and mortgages. Ceres Capital was the investment manager for Victoria. In June 2008, Ceres Capital
entered Chapter 11 under the Bankruptcy Code. Mr. Oston became a Managing Director of Ivy Square in 2008, where he remained until
joining our Manager in 2012. Prior to Stanfield/Ceres, Mr. Oston spent 13 years with Natexis Banques Populaires in a variety of
roles, including CFO of the New York branch, where he had responsibility for portfolio and balance sheet management. Mr. Oston
started his career at ANZ/Grindlays, where he spent nine years in a variety of credit-related roles, before spending another two
years at Banque Bruxelles Lambert. Mr. Oston graduated with an M.A and a B.A. in Economic Geography from the University of Cambridge,
in England.



As a consequence of over 30 years’ experience in a wide
range of financial and investment management markets, Mr. Oston is well qualified to provide valuable advice to our board of directors
in many important areas.



Information About Executive Officers



Set forth below is information regarding our executive officers
as of April 8, 2016. Each officer holds office at the pleasure of our board of directors and until their successors shall have
been duly elected and qualified. There are no family relationships between any director and executive officer.



|Name                  |  | Age |  | Position Held with Us                                       
|--------------------- |  | --- |  | ------------------------------------------------------------
|David C. Carroll      |  | 57  |  | Chief Executive Officer, President and Chairman of the Board
|David Oston           |  | 57  |  | Chief Financial Officer, Secretary, Treasurer and Director  
|Kian Fui (Paul) Chong |  | 43  |  | Chief Investment Officer                                    



Biographical Information – Executive Officers



David C. Carroll. See “Biographical Information
-- Directors” above.



Kian Fui (Paul) Chong has been our CIO since our formation
in March 2012 and has been the CIO of our Manager since its formation in March 2012. He has 17 years’ experience in the financial
markets. From 2004 until 2008, Mr. Chong was a portfolio manager at Stanfield/Ceres. Ceres Capital was the investment manager for
Victoria. In June 2008, Ceres Capital entered Chapter 11 under the Bankruptcy Code. From 2008 until 2011, Mr. Chong worked for
Ivy Square. From November 2011 until March 2012, Mr. Chong was a principal of Oak Circle Capital, LLC, or OCC. OCC was formed and
capitalized by officers of our Manager in March 2010 to develop a mortgage REIT business strategy. Prior to XL Global’s investment
in our Manager, it was determined that such investment in a new entity rather than in OCC would simplify the completion of the
investment and hence our Manager was formed. OCC, which had only one employee and only conducted limited business operations, is
in the process of dissolution. Mr. Chong previously had worked as a credit analyst for Bank of America in Singapore from 1996 until
1999 before spending two years as a financial consultant with Arthur Andersen. Mr. Chong graduated with an M.B.A. from the Duke
University Fuqua School of Business and a B.Bus. from the Nanyang Technological University in Singapore. Mr. Chong is also a C.F.A.
holder.



5






David Oston. See “Biographical Information --
Directors” above.



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



Under federal securities laws, our executive officers, directors
and any persons beneficially owning more than 10% of a registered class of our equity securities are required to report their ownership
and any changes in that ownership to the SEC. These persons are also required by SEC rules and regulations to furnish us with copies
of these reports.



Based solely on our review of the reports and amendments to
those reports furnished to us or written representations from our directors and executive officers that these reports were not
required from those persons, we believe that, during the year ended December 31, 2015, all of these filing requirements applicable
to our directors, executive officers, and greater than 10% stockholders were complied with on a timely basis, except as follows:
Mr. Carroll, the Company’s Chief Executive Officer, President and Chairman of the Board, filed a late Form 4 on March 24,
2015 with respect to the purchase of 1,000 shares of our common stock.



Code of Ethics



Concurrently with our IPO, we adopted a Code of Business Conduct
and Ethics and Policy Against Insider Trading that is applicable to all of our executive officers and other personnel, including
our principal executive officer, our principal financial officer, our principal accounting officer, our controller, and persons
performing similar functions for the Company. The Code of Business Conduct and Ethics and Policy Against Insider Trading establishes
policies and procedures that we believe promote adherence to, and the conduct of business according to, the highest ethical standards.
A copy of our Code of Business Conduct and Ethics and Policy Against Insider Trading is available on the “Investors Relations”
section of our website at http://investor.fiveoaksinvestment.com/under the Corporate Governance tab.



Corporate Governance Guidelines



Concurrently with our IPO, we adopted a set of Corporate Governance
Guidelines, which describe our corporate governance practices and policies and provide a framework for the governance of our board
of directors. The nominating and corporate governance committee is responsible for overseeing these guidelines and reporting and
making recommendations to our board of directors concerning corporate governance matters. From time to time, the nominating and
corporate governance committee reviews our Corporate Governance Guidelines and, if necessary, recommends changes to the full board
of directors. Our current Corporate Governance Guidelines are available in the “Investors Relations” section of our
website at http://investor.fiveoaksinvestment.com/under the Corporate Governance tab.



Audit Committee



The Company maintains a separately designated standing audit
committee established in accordance with Section 3(a)(58)(A) of Securities Exchange Act of 1934, as amended, or the Exchange
Act. The Audit Committee currently consists of Messrs. Cummins, Houlihan and Keenan.



Audit Committee Financial Expert



Mr. Houlihan is the chair of our audit committee. Our board
of directors has determined that Mr. Houlihan qualifies as an “audit committee financial expert” as such term is defined
in Item 407(d)(5)(ii) of Regulation S-K based on his education and experience in his respective fields, and is independent under
the current listing standards of the NYSE.



6






|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



Compensation Discussion and Analysis



Our Compensation Discussion and Analysis describes our compensation
program, objectives and policies for our executive officers for the year ended December 31, 2015 (Messrs. Carroll, Oston and Chong
are the Company’s only executive officers).



Overview of Compensation Program and Philosophy



We have no employees. We are externally managed by our Manager
pursuant to a management agreement between our Manager and us. Because the management agreement provides that our Manager is responsible
for managing our affairs, our Manager provides us with all of the personnel required to manage our operations. As a result, our
executive officers, all of whom are employees of our Manager, do not receive any cash compensation from us. Instead, we pay our
Manager a management fee and our Manager uses the proceeds from the management fee, in part, to pay compensation to its officers
and personnel, including our executive officers. We do not reimburse our Manager or its affiliates for the salaries and other compensation
of their personnel other than our chief financial officer, general counsel and other corporate finance, tax, accounting, internal
audit, legal risk management, operations, compliance and other non-investment personnel of the Manager and its affiliates who spend
all or a portion of their time managing our affairs, based on the percentage of time each spends on our affairs. Our Manager makes
all decisions relating to the compensation of our executive officers based on such factors as our Manager may determine are appropriate.



Our Manager utilizes compensation programs that are designed,
structured and implemented at every level to align with our long-term strategic objectives. Specifically, our Manager’s compensation
programs are designed to align incentive awards with client and shareholder success, provide competitive compensation tied to strategic
and financial results, differentially reward high performers, and provide an appropriate mix of cash and deferred compensation.



We did not pay any cash compensation to any of our executive
officers, nor did we make any grants of plan-based awards, stock options or stock grants of any kind to them for the year ended
December 31, 2015; however, we have adopted the Manager Equity Plan pursuant to which we make awards to our Manager which, in turn,
grants such awards to its employees, officers, members (including our current executive officers), directors or consultants. We
do not provide our executive officers with pension benefits, perquisites or other personal benefits. We do not have any employment
agreements with any person and have no arrangements to make cash payments to our executive officers upon their termination from
service as our officers or a change in control of the Company.



Certain Risks Related to Compensation



As noted above, we are externally managed by our Manager pursuant
to the terms of the management agreement and we do not pay our executive officers any compensation. The base fee under the management
agreement is calculated based on a percentage of stockholders’ equity and is payable monthly in arrears. Calculation of the
management fee is not primarily dependent upon our financial performance or the performance of our management, and thus the management
fee does not create an incentive for management to take excessive or unnecessary risks. Specifically, the use of stockholders’
equity as the base for the calculation does not result in leveraged pay-out curves, steep pay-out cliffs, or set unreasonable goals
and thresholds, each of which can promote excessive and unnecessary risks.



The management agreement provides for automatic one-year renewals
of its term. The initial two-year term of the management agreement expired on May 16, 2014, and automatically renewed on such date
and again on May 16, 2015. Our independent directors review our Manager’s performance annually and, following the initial
two-year term, the management agreement may be terminated annually upon the affirmative vote of either at least two-thirds of our
independent directors or at least two-thirds of our outstanding shares of common stock (other than those shares held by our Manager
or its affiliates), in either case, based upon: (1) our Manager’s unsatisfactory performance that is materially detrimental
to us; or (2) our determination that any fees payable to our Manager are not fair, subject to our Manager’s right to prevent
termination based on unfair fees by accepting a reduction of management fees determined to be fair by at least two-thirds of our
independent directors. We will provide our Manager 180 days’ prior notice of any such termination. Unless terminated for
cause, we will pay our Manager a termination fee equal to three times the average annual management fee earned by our Manager during
the prior 24-month period immediately preceding the date of termination, calculated as of the end of the most recently completed
quarter prior to the date of termination. We may also terminate the management agreement at any time, including during the initial
term, without the payment of any termination fee, with 30 days’ prior written notice from our board of directors for cause.



7






Insider Trading Policy



We maintain an insider trading policy, which prohibits short
selling, dealing in publicly traded options and hedging or monetization transactions in our securities.



Director Compensation



Executive directors



A member of our board of directors who is also an employee of
our Manager or any of our or its affiliates is referred to as an executive director. David C. Carroll and David Oston are executive
directors. Executive directors do not receive cash compensation for serving on our board of directors. However, we have adopted
the Manager Equity Plan pursuant to which we make awards to our Manager which in turn, grants such awards to its employees, officers,
members (including our current officers), directors or consultants. The purpose of any such grants will be to encourage their respective
individual efforts toward our continued success, long-term growth and profitability and to reward and retain them.



Independent directors



As compensation for serving on our board of directors, each
independent director receives an annual cash retainer (increased to $50,000 from $40,000 effective May 20, 2015), payable in arrears,
and an annual retainer of 1,500 restricted shares of our common stock, granted under our Manager Equity Plan. The grants of restricted
stock are generally made immediately following our annual stockholders’ meeting, and vest in full on the first anniversary
of the grant date, subject to continuing service on our board of directors on the vesting date. We also reimburse these independent
directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including,
without limitation, travel expenses in connection with their attendance at full board of directors and committee meetings. In addition,
the chair of our audit committee receives a separate annual cash retainer (increased to $15,000 from $10,000 effective May 20,
2015), and the chairs of our compensation committee and our nominating and corporate governance committee each receive an annual
cash retainer (increased to $10,000 from $5,000 effective May 20, 2015), in each case in addition to the annual board service cash
retainer and the grant of 1,500 restricted shares of our common stock. Independent directors may also receive retainers or meeting
fees for participation on ad hoc committees formed on an as-needed basis from time to time.



Our senior management reports once a year to the full board
of directors or the compensation committee regarding the status of our non-management director compensation in relation to other
U.S. companies of comparable size and our competitors. Such report includes consideration of both direct and indirect forms of
compensation to our non-management directors and recommends any changes in non-management director compensation. Director fees
are the sole form of compensation that members of our audit committee receive from us.



As of the date of this Amendment No. 1, all elements of director
compensation for 2016 remain unchanged from the compensation plan effective May 20, 2015.



8






Director Compensation for 2015



The table below sets forth the compensation paid to each individual
serving as a non-executive director at any time during 2015*.



|Name                     |  | Fees Earned orPaid in Cash(1) |        |  | StockAwards(2) |   |        | All OtherCompensation(3) |  |   | Total | 
|------------------------ |  | ----------------------------- | ------ |  | -------------- | - | ------ | ------------------------ |  | - | ----- | 
|Neil A. Cummins          |  | $                             | 53,750 |  |                | $ | 15,105 |                          |  | $ | 5,138 | 
|William A. Houlihan      |  |                               | 58,750 |  |                |   | 15,105 |                          |  |   | 5,138 | 
|Thomas M. Pearce, Jr.(4) |  |                               | 50,833 |  |                |   | 15,105 |                          |  |   | 5,138 | 
|Walter C. Keenan(5)      |  |                               | 30,000 |  |                |   | 15,105 |                          |  |   | 1,088 | 



| | *   | Columns for “Option Awards,” “Non-Equity Incentive Plan Compensation” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” have been omitted because they are not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (1) | Reflects: the increase in the annual cash retainer from $40,000 to $50,000; the increase in the additional annual cash retainer for the chairman of the audit committee from $10,000 to $15,000; and the increase in the additional cash retainer for the chairman of each of the compensation committee and the nominating and governance committee from $5,000 to $10,000, effective in each case as of May 20, 2015.                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (2) | The amounts in this column reflect the aggregate grant date fair value of grants of restricted stock to each listed director on May 22, 2015, calculated in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to our audited financial statements for the year ended December 31, 2015 included in the Original Filing. As of December 31, 2015, each of Messrs. Cummins, Houlihan, Keenan and Pearce held 1,500 unvested shares of restricted stock (and Messrs. Cummins, Houlihan and Pearce each held 3,000 shares of formerly restricted stock that vested prior to such date).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (3) | The amounts in this column reflect dividends paid in 2015 on unvested shares of restricted stock held by the directors in the table.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (4) | Mr. Pearce resigned as a member of our board of directors, effective December 15, 2015, to
    dedicate his full time to his role as President and CEO of MAXEX.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (5) | Mr. Keenan joined our board of directors effective April 17, 2015, and became a member of our audit committee and nominating and corporate governance committees as of May 20, 2015, a member and co-Chairman of our compensation committee as of May 20, 2015, and Chairman of our compensation committee as of December 15, 2015.                                                                                                                                                                                                                                                                                                          



COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION



During 2015, Messrs. Cummins, Houlihan, Pearce (through December
15, 2015) and Keenan (commencing May 20, 2015) were members of our compensation committee. Each of the members of the compensation
committee is (and was during his service in 2015) an independent director. No member of the compensation committee at any time
during 2015 was an officer or employee of the Company or any of its subsidiaries during 2015, and no such individual was formerly
an officer of the Company or any of its subsidiaries or was a party to any disclosable related person transaction involving the
Company. During 2015, none of the executive officers of the Company has served on the board of directors or on the compensation
committee of any other entity that has or had executive officers that served as a member of the board of directors or compensation
committee of the Company.





9






COMPENSATION COMMITTEE REPORT



Our compensation committee has reviewed and discussed the Compensation
Discussion and Analysis herein with management and, based on such review and discussion, has recommended to our board of directors
that such Compensation Discussion and Analysis be included in this Amendment No. 1 to Annual Report on Form 10-K.



April 26, 2016



Compensation Committee



Neil A. Cummins
William Houlihan

Walter C. Keenan (Chairman effective 12/15/15)



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
|-------- | -----------------------------------------------------------------------------------------------



Information relating to equity compensation plans required by
this Item is included under the captions “Securities Authorized for Issuance Under Equity Compensation Plan” and “Equity
Compensation Plan Information” in Item 5 of Part II of the Original Filing.



Security Ownership of Certain Beneficial Owners and Management



The following table sets forth information regarding the beneficial
ownership of shares of our common stock and 8.75% Series A Cumulative Redeemable Preferred Stock, or Preferred Stock, as of April
8, 2016, by: (1) each director of the Company, (2) each executive officer of the Company, (3) all directors and executive officers
of the Company as a group, and (4) all persons known by us to be beneficial owners of more than 5% of any class of our voting securities.



In accordance with SEC rules, beneficial ownership includes:
all shares the investor actually owns beneficially or of record; all shares over which the investor has or shares voting or dispositive
control (such as in the capacity as a general partner of an investment fund); and all shares the investor has the right to acquire
within 60 days (such as shares of restricted common stock which are scheduled to vest within 60 days).



Unless otherwise indicated, all shares are owned directly, and
the indicated person has sole voting and investment power. Except as indicated in the footnotes to the table below, the business
address of each of the individuals listed below is the address of our principal executive office, 540 Madison Avenue, 19th
Floor, New York, New York 10022. None of our shares of common stock beneficially owned by any of our directors or executive officers
have been pledged as security.



Beneficial Ownership Table





|Name of Beneficial Owner                                                      |  | Shares of Common Stock Owned |           |     | Percentage of Common Stock Owned |  |       | Shares of Preferred Stock Owned |  |  | Percentage of Preferred Stock Owned | 
|----------------------------------------------------------------------------- |  | ---------------------------- | --------- | --- | -------------------------------- |  | ----- | ------------------------------- |  |  | ----------------------------------- | 
|5% Holders                                                                    |  |                              |           |     |                                  |  |       |                                 |  |  |                                     | 
|XL Investments Ltd(1)                                                         |  |                              | 6,354,167 |     |                                  |  | 35.78 | %                               |  |  | —                                   | 
|XL Global, Inc.(2)                                                            |  |                              | 8,715     |     |                                  |  | *     |                                 |  |  | —                                   | 
|Renaissance Technologies LLC(3) Renaissance Technologies Holdings Corporation |  |                              | 809,466   |     |                                  |  | 5.5   | %                               |  |  | —                                   | 
|Directors and Executive Officers                                              |  |                              |           |     |                                  |  |       |                                 |  |  |                                     | 
|David C. Carroll                                                              |  |                              | 43,955    | (4) |                                  |  | *     |                                 |  |  | —                                   | 
|Kian Fui (Paul) Chong                                                         |  |                              | 17,149    |     |                                  |  | *     |                                 |  |  | —                                   | 
|David Oston                                                                   |  |                              | 32,253    |     |                                  |  | *     |                                 |  |  | —                                   | 
|Neil A. Cummins                                                               |  |                              | 16,000    | (5) |                                  |  | *     |                                 |  |  | —                                   | 
|William A. Houlihan                                                           |  |                              | 29,500    | (5) |                                  |  | *     |                                 |  |  | —                                   | 
|Walter C. Keenan                                                              |  |                              | 6,500     | (5) |                                  |  | —     | *                               |  |  | —                                   | 
|All directors and executive officers as a group
    (six persons)             |  |                              | 145,357   |     |                                  |  | 1.00  | %                               |  |  | —                                   | 



10






|* Represents less than 1% of the shares of our common stock outstanding.
|------------------------------------------------------------------------



| | (1) | XL Investments Ltd, or XL Investments, is the record owner of 3,229,167 shares of common stock and warrants to purchase 3,125,000 shares of common stock (which became exercisable on July 25, 2013, 120 days following the closing of our IPO). XL Group plc is the ultimate parent holding company of XL Investments and indirectly owns all of the equity interests of XL Investments. XL Group plc is an Irish public limited company whose ordinary shares are listed on the NYSE. The address for XL Investments is One Bermudiana Road, Hamilton HM08, Bermuda.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (2) | XL Global is the record owner of 8,175 shares of common stock. XL Group plc is the ultimate parent holding company of XL Global and indirectly owns all of the equity interests of XL Global. XL Group plc is an Irish public limited company whose ordinary shares are listed on the NYSE. The address for XL Global is 32 Old Slip, 33rd Floor, New York, New York 10005.                                                                                                                                                                                           
| | (3) | In a 13G filed by Renaissance Technologies LLC, or RT, and Renaissance Technologies Holdings Corporation, or RTHC, with the SEC on February 12, 2016, RT and RTHC each reported beneficial ownership of 809,466 shares of common stock (RTHC’s beneficial ownership through its majority ownership of RT). RT and RTHC each reported sole voting power over 714,511 shares, sole dispositive power over 719,326 shares, and shared dispositive power over 12,140 shares. The address of RT and RTHC is 800 Third Avenue, New York, New York 10022.                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (4) | Includes 1,922 shares of common stock held in trusts for each of Mr. Carroll’s two daughters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (5) | Includes 1,500 shares of unvested restricted stock scheduled to vest on May 20, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



11






|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------



TRANSACTIONS WITH RELATED PERSONS



Management Agreement and Fulfillment Fees



On May 16, 2012, we executed a management agreement with our
Manager, pursuant to which our Manager provides for the day-to-day management of our operations. The management agreement requires
our Manager to manage our business affairs in conformity with the policies and the investment guidelines that are approved and
monitored by our board of directors. All of our executive officers are employed by and also serve as officers of our Manager. As
a result, our management agreement was not negotiated on an arm’s-length basis. Therefore, the terms of the management agreement,
including the fees payable to our Manager, may not be as favorable to us as if they had been negotiated with an unaffiliated third
party. Pursuant to the management agreement, we pay our Manager a monthly management fee and reimburse our Manager for certain
expenses. For the years ended December 31, 2015 and 2014, the Company incurred management fees under the management agreement of
$2,774,432 and $2,627,592, respectively. In addition, the Company is required to reimburse the Manager for operating expenses related
to the Company incurred by the Manager, including accounting services, auditing and tax services, technology and office facilities,
operations, compliance, legal and filing fees, and miscellaneous general and administrative costs, including the cost of non-investment
management personnel of the Manager who spend all or a portion of their time managing the Company’s affairs. For the years
ended December 31, 2015 and 2014, the Company incurred reimbursable expenses of $4,980,348 and $3,247,683, respectively.



During 2015, our Manager accrued fees pursuant to Section 8(b)
of the management agreement in addition to the management fee for services rendered in connection with Five Oaks Acquisition Corporation’s
, or FOAC’s (our taxable REIT subsidiary), aggregation of loans and subsequent contribution of these and certain other loans
into the OAKS 2015-1 Trust and OAKS 2015-2 Trust. Such fees accrued during 2015 totaled $200,000. During 2014, our Manager accrued
fees pursuant to Section 8(b) of the management agreement in addition to the management fee for services rendered in connection
with the securitization of loans by FOAC acquired by it. Such fees accrued during 2014 totaled $1,017,627 in respect of two securitizations.
Our Manager invoiced us for mortgage banking services provided in connection with loans contributed by other originators into the
securitizations. Our Manager invoiced FOAC for fulfillment services in connection with the loans sold by FOAC into the securitizations.
All of the invoices for the foregoing fees in 2015 and 2014 were approved by our audit committee pursuant to our related party
transaction policies (see “Related Party Transaction Policies”). Each of the fee invoices were determined by our audit
committee to have been no greater than fees which would have been charged by outside professionals or consultants engaged to perform
the respective services pursuant to agreements negotiated on an arm’s-length basis as mandated by the terms of the management
agreement. A significant portion of the fee payments were utilized by our Manager to pay incentive compensation to employees of
our Manager deemed essential to the success of our securitization business and the balance as a distribution to the owners of equity
interests in our Manager, including our executive officers.



Relationship with the XL Group of Companies



XL Investments, an indirect wholly owned subsidiary of XL Group
plc, purchased $25.0 million of our shares of common stock in May 2012, and we agreed to also issue to XL Investments warrants
to purchase our common stock. The warrants were issued on September 29, 2012 and entitle XL Investments, commencing on July 25,
2013 (120 days following the closing of our IPO) until September 29, 2019, to purchase an aggregate of 3,125,000 shares of our
common stock at a per share exercise price equal to 105% of the $15.00 IPO price per share of our common stock, or $15.75. As part
of its investment in May 2012, XL Investments also agreed to make an additional investment in us of up to $25.0 million, subject
to certain conditions and over a period of time. The conditions were deemed satisfied upon the closing of our IPO, and accordingly
XL Investments accelerated the timing of its investment and bought $25.0 million of our common stock in a concurrent private placement
at the IPO price, or 1,666,667 shares. As of April 8, 2016, XL Investments owned 22.09% of our common stock, 35.78% after giving
effect to the exercise of warrants owned by XL Investments in full, which became exercisable on July 25, 2013 (120 days following
the closing of our IPO). Because of its significant ownership of our common stock, XL Investments will have the ability to influence
the outcome of matters that require a vote of our stockholders, including a change of control.



12






We have agreed with XL Investments that, for so long as XL Investments
and any other of the XL group of companies collectively beneficially own at least 9.8% of our issued and outstanding common stock
(on a fully diluted basis), XL Investments will have the right to appoint an observer to attend all board of directors meetings
but such observer will have no right to vote at any board of directors meeting. The board observer will be indemnified by us to
the same extent as our directors.



Our charter prohibits, with certain exceptions, any stockholder
from beneficially or constructively owning, applying certain attribution rules under the Internal Revenue Code, more than 9.8%
by value or number of shares, whichever is more restrictive, of our outstanding shares of common stock, or 9.8% by value or number
of shares, whichever is more restrictive, of our outstanding capital stock. Our board of directors has granted XL Investments an
exemption from the 9.8% ownership limitation.



Our Manager is majority owned by its employees (including all
of our officers) with a minority stake held by XL Global, a subsidiary of XL Group plc. XL Global made a strategic investment in
our Manager in March 2012 and currently owns a 34.6% equity interest in our Manager. As a result of such investment, representatives
of XL Global are members of the management committee of our Manager. The investment management professionals of our Manager are
solely responsible for all decisions involving the acquisition, disposition, financing and hedging of our target assets. None of
the XL group of companies or any of their officers, directors or employees participates in these decisions.



Registration Rights Agreement



We have entered into a registration rights agreement
with XL Investments, our Manager, Messrs. Carroll, Chong and Oston, and Darren Comisso and Thomas Flynn (executive officers
of our Manager) pursuant to which we have agreed to register the resale of shares of common stock and warrants owned by
XL Investments and its transferees, any shares of common stock owned from time to time by Messrs. Carroll, Chong, Comisso,
Flynn and Oston and their transferees and any shares of common stock and warrants that we may grant to our Manager under
the Manager Equity Plan, which we collectively refer to as the registrable securities. Pursuant to the registration
rights agreement, XL Investments and its affiliated transferees have the right to demand that we cause their registrable
securities to be registered for resale on a registration statement. All other holders of registrable securities have the
option to include their registrable securities in such registration statement and we must maintain the effectiveness of
such registration statement until all the registrable securities are sold under a shelf registration statement or
another registration statement, or until all the registrable securities are eligible to be sold pursuant to Rule 144 under
the Securities Act of 1933, as amended, or the Securities Act, without volume limitation or other restrictions on
transfer; however, XL Investments and its affiliated transferees are limited to two demand registrations. The registration
rights agreement also requires us to file a “shelf registration statement” for the remaining registrable
securities as soon as practicable after we become eligible to use Form S-3, and we must maintain the effectiveness of this
shelf registration statement until all the registrable securities have been sold under the shelf registration statement or
sold pursuant to Rule 144 under the Securities Act. On August 20, 2014, we filed a “shelf registration statement”
for the registrable securities, which was declared effective by the SEC in September 2014. With the consent of XL Investments, we
withdrew such registration statement in March  2015, pending the filing of a Form 10-K/A in respect of the Company’s
Annual Report on Form 10-K for the year ended December 31. 2014 (which has since been filed), and are concurrently of
filing a replacement “shelf registration statement.”



13






Related Party Transaction Policies



Concurrently with our IPO, our board of directors adopted a
written policy regarding the approval of any “related person transaction,” which is any transaction or series of transactions
in which we are or are to be a participant, the amount involved exceeds $120,000 and a “related person” (as defined
under SEC rules) has a direct or indirect material interest. Under the policy, a related person must promptly disclose to our compliance
officer any related person transaction and all material facts about the transaction. Our secretary would then assess and promptly
communicate that information to the compensation committee of our board of directors. Based on its consideration of all of the
relevant facts and circumstances, the compensation committee will decide whether or not to approve such transaction and will generally
approve only those transactions that do not create a conflict of interest. If we become aware of an existing related person transaction
that has not been pre-approved under this policy, the transaction will be referred to the compensation committee, which will evaluate
all options available, including ratification, revision or termination of such transaction. Our policy requires any director who
may be interested in a related person transaction to recuse himself or herself from any consideration of such related person transaction.



Limitations on Liability and Indemnification of Officers
and Directors



Our charter and bylaws provide indemnification for our directors
and officers to the fullest extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify and to
pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (1) any individual who is a present or
former director or officer of ours or (2) any individual who, while a director or officer of ours and at our request, serves or
has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint
venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may
become subject or which such person may incur by reason of his or her service in such capacity. We have the power, with the approval
of our board of directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of
ours in any of the capacities described in (1) or (2) above and to any employee or agent of ours or a predecessor of ours. However,
the Maryland General Corporation Law, or MGCL, prohibits us from indemnifying a director or officer for any act or omission if:



| | • | the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                       
| | • | the director or officer actually received an improper personal benefit in money, property or services; or                                                                                             
| |   |                                                                                                                                                                                                       
| | • | in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.                                                                



In addition, under the MGCL, we may not indemnify a director
or officer in a suit by us or in our right in which the director or officer was adjudged liable to us or in a proceeding in which
the director or officer was adjudged liable on the basis that a personal benefit was improperly received. However, indemnification
with respect to any proceeding by us or in our right or in which the director or officer was adjudged liable on the basis that
a personal benefit was improperly received shall be limited to expenses. A court may order indemnification if it determines that
the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet
the prescribed standard of conduct or was adjudged liable on the basis that a personal benefit was improperly received.



We have entered into indemnification agreements with each of
our directors and executive officers that would provide for indemnification to the maximum extent permitted by Maryland law.



The above-described limitation of liability and indemnification
may be held not to be enforceable for violations of the federal securities laws of the United States.



14






Independence Determinations



Our board of directors undertakes periodic reviews of director
independence. In such reviews, the board of directors considers transactions and relationships between (1) each director,
entities with which such person is affiliated and/or any member of such person’s immediate family, and (2) the Company
and its subsidiaries and affiliates, in order to ascertain whether any such relationships or transactions are inconsistent with
a determination that such person is “independent” in accordance with applicable rules and regulations of the NYSE,
applicable law, and the rules and regulations of the SEC. The board of directors bases its determinations primarily on a review
of the responses of such persons to questions regarding employment and compensation history, affiliations and family and other
relationships between the Company, the directors, and entities with which such persons are affiliated, discussions and analyses
with respect to the foregoing, and the recommendations of the nominating and corporate governance committee.



As a result of such reviews, as well as the
directors’ responses to the Company’s questionnaire with respect to independence matters, our board of directors
has affirmatively determined that all persons who served as directors of the Company during any part of the 2015 calendar
year, and all current directors, were and are “independent” for purposes of Section 303A of the Listed
Company Manual of the NYSE, with the exception of Mr. Carroll, the Company’s Chief Executive Officer and
President, and Mr. Oston, the Company’s Chief Financial Officer, Secretary and Treasurer. Each individual who was a
member of the Company’s audit committee, compensation committee, and nominating and corporate governance committee
during any part of the 2015 calendar year has been determined by our board of directors to be independent in accordance with
such standards as well. In determining that each director other than Messrs. Carroll and Oston are independent, in addition
to confirming that none of the automatic disqualifications prescribed by the NYSE are applicable to such persons, the board
of directors also affirmatively determined that each such person has no direct or indirect material relationship with the
Company or its subsidiaries.



As none of Messrs. Cummins, Houlihan, Keenan or Pearce (during
his service as a director during 2015) had or has any direct or indirect relationship with the Company or its subsidiaries, they
were each deemed to be independent.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------



FEES BILLED BY THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM



Fees and expenses paid to our principal accountant, Grant Thornton
LLP, for the years ended December 31, 2015 and 2014 consisted of the following:



|                   |  | Year Ended December 31, 2015 |         |  | Year Ended December 31, 2014 |  
|------------------ |  | ---------------------------- | ------- |  | ---------------------------- | -
|Audit Fees(1)      |  | $                            | 903,000 |  |                              | $
|Audit-Related Fees |  |                              | —       |  |                              |  
|Tax Fees           |  |                              | —       |  |                              |  
|All Other Fees     |  |                              | —       |  |                              |  
|Total              |  | $                            | 903,000 |  |                              | $



(1) Represents fees and expenses for professional services provided
in connection with the audit of our annual financial statements and review of our quarterly financial statements, statutory audits,
and advice on accounting matters directly related to the audit and audit services provided in connection with other regulatory
filings.



15






PRE-APPROVAL POLICY



The audit committee charter provides that the audit committee
of our board of directors shall pre-approve all audit services, audit-related tax services and other permitted services to be performed
for us by our independent registered public accounting firm and the related fees. Pursuant to its charter and in compliance with
rules of the SEC and PCAOB the audit committee has established a pre-approval policy and procedures that require the pre-approval
of all services to be performed by the independent registered public accounting firm. The independent registered public accounting
firm may be considered for other services not specifically approved as audit services or audit-related services and tax services
so long as the services are not prohibited by SEC or PCAOB rules and would not otherwise impair the independence of the independent
registered public accounting firm. During 2015, all of the above services were approved by the audit committee in accordance with
this policy.



PART IV



Item 15. Exhibits, Financial Statements and Schedules



| | (a) | Financial Statements.
| | --- | ---------------------



|                                                        | Page
|------------------------------------------------------- | ----
|                                                        |     
|Financial Statements                                    |     
|                                                        |     
|Report of Independent Registered Public Accounting Firm | F-2 
|                                                        |     
|Consolidated Balance Sheets                             | F-3 
|                                                        |     
|Consolidated Statements of Operations                   | F-4 
|                                                        |     
|Consolidated Statements of Comprehensive Income (Loss)  | F-5 
|                                                        |     
|Consolidated Statement of Stockholders’ Equity          | F-6 
|                                                        |     
|Consolidated Statements of Cash Flows                   | F-7 
|                                                        |     
|Notes to Consolidated Financial Statements              | F-8 



| | (b) | Exhibits.
| | --- | ---------



The Exhibits listed in the Exhibit Index,
which appear immediately following the signature pages, are incorporated herein by reference and are filed as part of this Amendment
No. 1 to Annual Report on Form 10-K.



| | (c) | Schedules.
| | --- | ----------



Schedule IV - Mortgage Loans on Real Estate.



Schedules other than the one listed above
are omitted because they are not applicable or deemed not material.



16






SIGNATURES



Pursuant to the requirements of the Securities Exchange Act
of 1934 and Rule 12b-15 thereunder, the registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K/A to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 29,
2016.



| |             | FIVE OAKS INVESTMENT CORP.                                                                                     
| | ----------- | ---------------------------------------------------------------------------------------------------------------
| |             |                                                                                                                
| | By:         | /s/ David Oston                                                                                                
| | David Oston
| |             | Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)



17






EXHIBIT INDEX



|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |  | Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.1     |  | Amended and Restated Articles of Incorporation of Five Oaks Investment Corp. (incorporated by reference to Exhibit 3.1 filed with Five Oaks Investment Corp. Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 (File No. 001-35845), which was filed with the Securities and Exchange Commission on May 3, 2013 (the “2013 1st Quarter 10-Q”)).                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.2     |  | Articles Supplementary, designating the Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) (incorporated by reference to Exhibit 3.1 filed with Five Oaks Investment Corp. Current Report on Form 8-K (File No. 001-35845), which was filed with the Securities and Exchange Commission on December 23, 2013).                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.3     |  | Articles of Amendment, increasing the aggregate number of authorized shares of Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) (incorporated by reference to Exhibit 3.2 filed with Five Oaks Investment Corp. current report on Form 8-K (File No. 001-35845), which was filed with the Securities and Exchange Commission on May 27, 2014).                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.4     |  | Second Amended and Restated Bylaws of Five Oaks Investment Corp. (incorporated by reference to Exhibit 3.2 filed with the 2013 1st Quarter 10-Q).                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.1     |  | Specimen Common Stock Certificate of Five Oaks Investment Corp. (incorporated by reference to Exhibit 4.1 filed with Pre-Effective Amendment No. 1 to Five Oaks Investment Corp.’s Registration Statement on Form S-11 (File No. 333-185570), which was filed with the Securities and Exchange Commission on January 22, 2013 (“Pre-Effective Amendment No. 1”)).                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.2     |  | Specimen Certificate representing the Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) (incorporated by reference to Exhibit 4.2 filed with Pre-Effective Amendment No. 1 to Five Oaks Investment Corp.’s Registration Statement on Form S-11 (File No. 333-191787), which was filed with the Securities and Exchange Commission on December 9, 2013).                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.3     |  | Form of Warrant as amended and restated on August 18, 2014 (incorporated by reference to Exhibit 4.2 filed with Five Oaks Investment Corp.’s Registration Statement on Form S-3 (File No. 333-198272), which was filed with the Securities and Exchange Commission on August 20, 2014).                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.1    |  | Management Agreement, dated as of May 16, 2012 by and between Five Oaks Investment Corp. and Oak Circle Capital Partners LLC (incorporated by reference to Exhibit 10.1 filed with Five Oaks Investment Corp. Draft Registration Statement on Form S-11 (File No. 021-178729), which was confidentially submitted with the Securities and Exchange Commission on October 19, 2012 (“DRS”)).                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.2    |  | Amended and Restated Registration Rights Agreement, dated as of December 18, 2012, by and among Five Oaks Investment Corp., XL Investments Ltd, Oak Circle Capital Partners LLC, Messrs. Carroll, Chong, Comisso, Flynn and Oston and the other persons who become parties thereto (incorporated by reference to Exhibit 10.2 filed with Five Oaks Investment Corp.’s Registration Statement on Form S-11 (File No. 333-185570), which was filed with the Securities and Exchange Commission on December 20, 2012 (“IPO S-11”)).                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.3    |  | Amended and Restated Letter Agreement dated as of March 25, 2013, between Five Oaks Investment Corp., Oak Circle Capital Partners LLC, XL Global, Inc., Messrs. Carroll, Chong, Comisso, Flynn and Oston, regarding Manager Equity Plan allocations (incorporated by reference to Exhibit 10.3 filed with Post-Effective Amendment No. 1 to Five Oaks Investment Corp.’s Registration Statement on Form S-11 (File No. 333-185570), which was filed with the Securities and Exchange Commission on March 26, 2013 (“Post-Effective Amendment No. 1”)).



18






|10.4† |  | Five Oaks Investment Corp. Manager Equity Plan (incorporated by reference to Exhibit 10.5 filed with the Pre-Effective Amendment No. 1).                                                                                                                                                                                                                                                                            
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.5  |  | Trademark License Agreement, dated as of September 6, 2012, between Oak Circle Capital Partners LLC and Five Oaks Investment Corp. (incorporated by reference to Exhibit 10.6 filed with the DRS).                                                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.6  |  | Form of Indemnification Agreement. (incorporated by reference to Exhibit 10.6 of the Original Filing)                                                                                                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.7  |  | Amended and Restated Letter Agreement, dated as of January 21, 2013, between Five Oaks Investment Corp. and XL Investments Ltd, regarding the appointment of a board observer by XL Investments Ltd (incorporated by reference to Exhibit 10.8 filed with Pre-Effective Amendment No. 1).                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.8  |  | Form of Master Repurchase Agreement (incorporated by reference to Exhibit 10.9 filed with the IPO S-11).                                                                                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.9  |  | Master Services Agreement, dated as of June 1, 2012, by and among Five Oaks Investment Corp., Oak Circle Capital Partners LLC and Stone Coast Fund Services LLC (incorporated by reference to Exhibit 10.10 filed with Amendment No. 2 to Five Oaks Investment Corp.’s Registration Statement on Form S-11 (File No. 333-185570), which was filed with the Securities and Exchange Commission on February 21, 2013).
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.10 |  | Subscription Agreement, dated as of May 16, 2012, between XL Investments Ltd and Five Oaks Investment Corp. (incorporated by reference to Exhibit 10.11 filed with Post-Effective Amendment No. 1).                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.11 |  | Amendment No. 1, dated as of January 25, 2013, to the Subscription Agreement, dated as of May 16, 2012, between XL Investments Ltd and Five Oaks Investment Corp. (incorporated by reference to Exhibit 10.12 filed with Post-Effective Amendment No. 1).                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.12 |  | Amendment No. 2, dated as of March 20, 2013, to the Subscription Agreement, dated as of May 16, 2012, between XL Investments Ltd and Five Oaks Investment Corp. (incorporated by reference to Exhibit 10.13 filed with Post-Effective Amendment No. 1).                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.13 |  | Amendment No. 3, dated as of March 25, 2013, to the Subscription Agreement, dated as of May 16, 2012, between XL Investments Ltd and Five Oaks Investment Corp. (incorporated by reference to Exhibit 10.14 filed with Post-Effective Amendment No. 1).                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.14 |  | Master Repurchase Agreement, dated as of February 25, 2014, by and among Credit Suisse First Boston Mortgage Capital LLC as buyer, Five Oaks Acquisition Corp. as seller and Five Oaks Investment Corp. as guarantor (incorporated by reference to Exhibit 10.1 to the Form 8-K (File No. 001-35845) filed with the Securities and Exchange Commission on February 26, 2014 (the “2014 February 8-K”)).             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.15 |  | Guaranty, dated as of February 25, 2014, by Five Oaks Investment Corp. in favor of Credit Suisse First Boston Mortgage Capital LLC (incorporated by reference to Exhibit 10.2 to the 2014 February 8-K).                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.16 |  | Loan and Security Agreement dated as of July 18, 2014, between Bank of America, N.A. as lender, Five Oaks Acquisition Corp. as borrower (incorporated by reference to Exhibit 10.1 filed with Five Oaks Investment Corp. current report on Form 8-K (File No. 001-35845), which was filed with the Securities and Exchange Commission on August 7, 2014 (the “2014 August 8-K”)).                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.17 |  | Guaranty, dated as of July 18, 2014, by Five Oaks Investment Corp. in favor of Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the 2014 August 8-K).                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.18 |  | Master Repurchase Agreement dated as of July 29, 2014, by and among Barclays Bank PLC as purchaser and agent, Five Oaks Acquisition Corp. as seller and Five Oaks Investment Corp. as guarantor (incorporated by reference to Exhibit 10.3 to the 2014 August 8-K).                                                                                                                                                 



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|10.19 |  | Guaranty, dated as of July 29, 2014, by Five Oaks Investment Corp. in favor of Barclays Bank PLC (incorporated by reference to Exhibit 10.4 to the 2014 August 8-K).                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.20 |  | Mortgage Loan Purchase and Servicing Agreement dated as of September 26, 2014, between Five Oaks Acquisition Corp., as seller and servicing administrator, and J.P. Morgan Mortgage Acquisition Corp., as purchaser (incorporated by reference to Exhibit 10.1 filed with Five Oaks Investment Corp. current report on Form 8-K (File No. 001-35845), which was filed with the Securities and Exchange Commission on October 15, 2014 (the “2014 October 8-K”)).                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.21 |  | Assignment, Assumption and Recognition Agreement dated as of October 9, 2014, by and among J.P. Morgan Acceptance Corporation I, J.P. Morgan Mortgage Trust 2014-OAK4, J.P. Morgan Mortgage Acquisition Corp. and Five Oaks Acquisition Corp. (incorporated by reference to Exhibit 10.2 to the 2014 October 8-K).                                                                                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.22 |  | Form of Mortgage Loan Purchase and Interim Servicing Agreement between Aggregator 1, as purchaser, and originator, as seller, with corresponding Form of Assignment, Assumption and Recognition Agreement among Aggregator 1, as assignor, Five Oaks Acquisition Corp, as assignee, and originator (incorporated by reference to Exhibit 10.6 filed with Five Oaks Investment Corp. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 (File No. 001-35845), which was filed with the Securities and Exchange Commission on November 14, 2014 (the “2014 3rd Quarter 10-Q”)).
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.23 |  | Form of Flow Sale and Interim Servicing Agreement between Aggregator 2, as purchaser, and originator, as seller and interim servicer, with corresponding Form of Assignment, Assumption and Recognition Agreement (Whole Loan Transfer), among Aggregator 2, as assignor, Five Oaks Acquisition Corp., as assignee, originator and servicer (incorporated by reference to Exhibit 10.7 to the 2014 3rd Quarter 10-Q).                                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.24 |  | Mortgage Loan Purchase and Sale Agreement, dated as of December 23, 2014, between Five Oaks Acquisition Corp. and Credit Suisse First Boston Mortgage Securities Corp. (incorporated by reference to Exhibit 10.1 filed with Five Oaks Investment Corp. current report on Form 8-K (File No. 001-35845), which was filed with the Securities and Exchange Commission on January 12, 2015 (the “2015 January 8-K”)).                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.25 |  | Certificate Purchase Agreement, dated December 22, 2014, among Credit Suisse First Boston Mortgage Securities Corp., Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC, Five Oaks Acquisition Corp. and Five Oaks Investment Corp. (incorporated by reference to Exhibit 10.2 to the 2015 January 8-K).                                                                                                                                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.26 |  | Indemnity Letter, dated December 23, 2014, among Five Oaks Investment Corp., Credit Suisse Securities (USA) LLC and Credit Suisse First Boston Mortgage Securities Corp. (incorporated by reference to Exhibit 10.3 to the 2015 January 8-K).                                                                                                                                                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.27 |  | Pooling And Servicing Agreement, dated as of December 1, 2014, among Credit Suisse First Boston Mortgage Securities Corp., Christiana Trust, Select Portfolio Servicing, Inc. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.4 to the 2015 January 8-K).                                                                                                                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.28 |  | Master Repurchase Agreement, dated as of December 30, 2014, between Bank of America, N.A. and Five Oaks Acquisition Corp. (incorporated by reference to Exhibit 10.5 to the 2015 January 8-K).                                                                                                                                                                                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.29 |  | Guaranty, dated as of December 30, 2014, by Five Oaks Investment Corp., to and for the benefit of Bank of America, N.A. (incorporated by reference to Exhibit 10.6 to the 2015 January 8-K).                                                                                                                                                                                                                                                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.30 |  | Mortgage Loan Purchase and Sale Agreement, dated April 30, 2015, between Five Oaks Acquisition Corp. and Oaks Funding LLC (incorporated by reference to Exhibit 10.1 filed with Five Oaks Investment Corp. current report on Form 8-K (File No. 001-35845), which was filed with the Securities and Exchange Commission on May 7, 2015 (the “2015 May 8-K”)).                                                                                                                                                                                                                                             



20






|10.31   |  | Pooling And Servicing Agreement, dated as of April 1, 2015, among Oaks Funding LLC, Wells Fargo Bank, N.A., as master servicer and securities administrator, and Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, as trustee (incorporated by reference to Exhibit 10.2 to the 2015 May 8-K).                                                                                          
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|10.32   |  | Mortgage Loan Purchase and Sale Agreement, dated November 10,
        2015, between Five Oaks Acquisition Corp. and Oaks Funding LLC. (incorporated by reference to Exhibit 10.1 filed with Five Oaks
        Investment Corp. current report on Form 8-K (File No. 001-35845), which was filed with the Securities and Exchange Commission on
        November 16, 2015 (the “2015 November 8-K”)).
|10.33   |  | Pooling and Servicing Agreement, dated as of November 1, 2015, among Oaks Funding LLC, Wells Fargo Bank, N.A., as master servicer and securities administrator, and Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, as trustee (incorporated by reference to Exhibit 10.2 to the 2015 November 8-K).                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|10.34   |  | Processing Services Agreement, dated May 14, 2015, between Five Oaks Investment Corp. and SS&C Technologies, Inc., as amended by the Addendum to Processing Services Agreement, dated June 10, 2015. (incorporated by reference to Exhibit 10.34 of the Original Filing)                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|12.1    |  | Computation of Ratios of Earnings to Fixed Charges. (incorporated by reference to Exhibit 12.1 of the Original Filing)                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|21.1    |  | List of Subsidiaries of Five Oaks Investment Corp. (incorporated by reference to Exhibit 21.1 of the Original Filing)                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|31.1    |  | Certification Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (incorporated by reference to Exhibit 31.1 of the Original Filing)                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|31.2    |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (incorporated by reference to Exhibit 31.2 of the Original Filing)                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|31.3    |  | Certification Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|31.4    |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|32.1    |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (incorporated by reference to Exhibit 32.1 of the Original Filing)                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|32.2    |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (incorporated by reference to Exhibit 32.2 of the Original Filing)                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|32.3    |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|32.4    |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|101.INS |  | XBRL Instance Document (incorporated by reference to Exhibit 101.INS of the Original Filing)                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                     



21






|101.SCH |  | XBRL Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH of the Original Filing)               
|------- |  | ----------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                             
|101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL of the Original Filing) 
|        |  |                                                                                                                             
|101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF of the Original Filing)  
|        |  |                                                                                                                             
|101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document (incorporated by reference to Exhibit 101.LAB of the Original Filing)       
|        |  |                                                                                                                             
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE of the Original Filing)



* Filed herewith.



†Management contract or compensatory plan or arrangement.



22