Exhibit 10.2


 


SECURITIES PURCHASE AGREEMENT


 


between


 


FIVE OAKS INVESTMENT CORP.


 


and


 


HUNT COMPANIES EQUITY HOLDINGS, LLC


 


dated as of


 


January 18, 2018


 




     


     


    

 


SECURITIES PURCHASE AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


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


 


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


 


ARTICLE
I


 


DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 




    	 	1	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	2	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“NYSE”
New York Stock Exchange.


 


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


 


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


 




    	 	3	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	4	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
II


 


PURCHASE AND SALE


 


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


 


Section
2.02         Transactions Effected at the Closing.


 


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


 


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


 


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


 


(b)  At
the Closing, the Company shall:


 


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


 




    	 	5	 



     


    

 


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


 


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


 


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


 


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


 


ARTICLE
III


 


REPRESENTATIONS AND WARRANTIES
OF THE COMPANY


 


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


 


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


 




    	 	6	 



     


    

 


Section
3.02          Capitalization; Subsidiaries.


 


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


 


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


 


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


 




    	 	7	 



     


    

 


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


 


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


 


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


 


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


 




    	 	8	 



     


    

 


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


 


Section
3.04         SEC Filings, Financial Statements; Internal Controls.


 


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


 


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


 


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


 




    	 	9	 



     


    

 


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


 


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


 


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


 


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


 


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


 


 




    	 	10	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)  any
material capital expenditures;


 




    	 	11	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
3.10         Legal Proceedings; Governmental Orders.


 


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


 


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


 




    	 	12	 



     


    

 


Section
3.11         Compliance With Laws; Permits.


 


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


 


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


 


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


 


Section
3.13         Taxes.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	13	 



     


    

 


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


 


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


 


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


 


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


 


ARTICLE
IV


 


REPRESENTATIONS AND WARRANTIES
OF INVESTOR


 


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


 




    	 	14	 



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 	15	 



     


    

 


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


 


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


 


ARTICLE
V


 


CONDITIONS TO CLOSING


 


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


 


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


 


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


 


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


 


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


 


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


 


 




    	 	16	 



     


    

 


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


 


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


 


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


 


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


 


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


 


ARTICLE
VI


 


INDEMNIFICATION


 


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


 


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


 




    	 	17	 



     


    

 


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


 


ARTICLE
VII


 


MISCELLANEOUS


 


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


 


		(a)	if to the Company:



 


	 	Five Oaks Investment Corp.
	 	540 Madison Avenue, 19th Floor
	 	New York, NY 10022
	 	Attention:	David Oston
	 	Fax:	(212) 257-5099
	 	Email:	doston@oakcirclecapital.com
	 	With a copy to:
	 	 
	 	Dentons US LLP
	 	1221 Avenue of the Americas
	 	New York, NY 10020-1089
	 	Attention:	Paul D. Tvetenstrand, Esq.
	 	Fax:	(212) 768-6800
	 	Email:	paul.tvetenstrand@dentons.com




 




    	 	18	 



     


    

 


		(b)	if to Investor:



 


	 	HUNT COMPANIES EQUITY HOLDINGS, LLC
	 	230 Park Avenue
	 	19th Floor
	 	New York, NY 10169
	 	Phone: 	(212) 317-5731





	 	Attention: 	Mustafa Haque, Assistant General Counsel
	 	Email:	Mustafa.Haque@huntcompanies.com
	 	 	 
	 	With a copy to:
	 	 	 
	 	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	 	1285 Avenue of the Americas
	 	New York, NY 10019-6064
	 	Attention:	Ross A. Fieldston, Esq.
	 	Fax:	(212) 492-0075
	 	Email:	rfieldston@paulweiss.com


 


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


 


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


 


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


 


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


 




    	 	19	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	20	 



     


    

 


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


 


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


 


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


 




    	 	21	 



     


    

 


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


 


 




    	 	22	 



     


    

 


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


 


	 	 	FIVE OAKS INVESTMENT CORP.
	 	 	 
	 	 	By	/s/ David Carroll
	 	 	 
	 	 	Name: David Carroll
	 	 	 
	 	 	Title: Chief Executive Officer


 


[Signature Page to Securities Purchase Agreement]


 




     


     


    

 


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


 


	 	 	HUNT COMPANIES EQUITY HOLDINGS, LLC
	 	 	 
	 	 	By: HCH HOLDINGS, LLC, its sole member
	 	 	 
	 	 	/s/ James P. Flynn
	 	 	 
	 	 	Name:  James P. Flynn
	 	 	 
	 	 	Title:  President CIO


 






    	 	2