Exhibit 4.1


 


EXECUTION VERSION


 


WARRANT TERMINATION AGREEMENT


 


THIS WARRANT TERMINATION
AGREEMENT, dated as of January 18, 2018 (this “Agreement”), is by and among Five Oaks Investment Corp, a
Maryland Corporation (“Five Oaks”), and XL Investments Ltd, a Bermuda limited liability company (“Holder”).


 


RECITALS


 


WHEREAS, on September
29, 2012, Five Oaks and Holder entered into that certain Warrant to Purchase shares of common stock of Five Oaks (the “Common
Stock”) which was subsequently amended and restated on August 18, 2014 (as amended and restated, the “Warrant
Purchase Agreement”);


 


WHEREAS, pursuant
to the terms of the Warrant Purchase Agreement, Five Oaks issued to Holder warrants to purchase up to 3,125,000 shares of Common
Stock at a per share exercise price of $15.75;


 


WHEREAS, following
Five Oaks’ issuance of additional stock pursuant to the deficiency dividend paid on December 27, 2016, the aggregate number
of shares of Common Stock which Holder is entitled to purchase pursuant to the Warrant Purchase Agreement was adjusted such that
Holder now holds warrants to purchase up to 3,753,492 shares of Common Stock at a per share exercise price of $13.11 (the “Warrants”);
and


 


WHEREAS, in order
to facilitate a series of transactions involving Five Oaks, Holder, Oak Circle Capital Partners LLC and affiliates of Hunt Companies,
Inc. being entered into and consummated on the date hereof, Five Oaks and Holder have agreed to irrevocably terminate the Warrant
Purchase Agreement and the Warrants.


 


AGREEMENT


 


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


 


1.           Representations
and Warranties.


 


(a)         Five
Oaks represents and warrants to Holder that:


 


(i)          Five
Oaks has full corporate power and authority to execute and deliver this Agreement;


 


(ii)         the
execution, delivery and performance of this Agreement by Five Oaks, has been duly and validly authorized by all necessary corporate
action on the part of Five Oaks, and no other corporate action on the part of Five Oaks, its board of directors or its equity holders
is necessary to authorize the execution, delivery and performance by Five Oaks of this Agreement; and


 


(iii)        this
Agreement has been duly executed and delivered by Five Oaks and, assuming the due execution and delivery by Holder, constitutes
the legal, valid and binding obligation of Five Oaks, enforceable against Five Oaks in accordance with its terms.


 




     


     


    

 


(b)         Holder
represents and warrants to Five Oaks that:


 


(i)          Holder
has full corporate power and authority to execute and deliver this Agreement;


 


(ii)         the
execution, delivery and performance of this Agreement by Holder, has been duly and validly authorized by all necessary corporate
action on the part of Holder, and no other corporate action on the part of Holder, its board of directors or its equity holders
is necessary to authorize the execution, delivery and performance by Holder of this Agreement;


 


(iii)        this
Agreement has been duly executed and delivered by Holder and, assuming the due execution and delivery by Five Oaks, constitutes
the legal, valid and binding obligation of Holder, enforceable against Holder in accordance with its terms; and


 


(iv)        Holder
is the sole owner and beneficiary of the Warrants and Warrant Purchase Agreement and Holder has not transferred, sold or otherwise
assigned any of the Warrants or rights of Holder under the Warrant Purchase Agreement.


 


2.           Termination
of Warrant Purchase Agreement and Warrants. In accordance with Section 17 of the Warrant Purchase Agreement, Five Oaks and
Holder hereby agree that upon the execution of this Agreement, the Warrant Purchase Agreement, the Warrants and any and all rights
thereunder or with respect to thereto are, in each case, cancelled, terminated and declared null and void and shall be of no further
force or effect.


 


3.           Delivery
of Warrants. Holder agrees that it is delivering the Warrants to Five Oaks concurrently herewith to be held for cancellation,
or in the event that the Warrants have been lost, stolen or destroyed, an affidavit of loss related to the Warrants.


 


4.           Cancellation
of Warrants. Concurrently with the execution of this Agreement, Five Oaks shall irrevocably instruct its transfer agent, American
Stock Transfer and Trust Company, that all Warrants have been terminated and to remove the Warrants from the books maintained by
the transfer agent for Five Oaks.


 


5.           Miscellaneous.


 


(a)          Governing
Law. This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or
relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action
based upon, arising out of or related to any representation or warranty made in, or in connection with, this Agreement or as an
inducement to enter into this Agreement), shall be governed by the internal laws of the State of New York.


 


(b)          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.


 






     


     


    

 


(c)          Entire
Agreement. This Agreement and the Warrant Purchase Agreement constitutes the sole and entire agreement of the parties to this
Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings
and agreements, both written and oral, with respect to such subject matter.


 


(SIGNATURE PAGE FOLLOWS)


 




     


     


    

 


EXECUTION
VERSION


 


IN WITNESS WHEREOF, this
Warrant Termination Agreement has been duly executed by the parties set forth below as of the date first written above.


 


	 	FIVE OAKS INVESTMENT CORP.
	 	 	 
	 	By:	/s/ David Carroll
	 	 	Name: David Carroll
	 	 	Title: Chief Executive Officer
	 	 	 
	 	XL INVESTMENTS LTD
	 	 	 
	 	By:	 /s/ Mary A. Heyward
	 	 	Name: Senior Vice President 
	 	 	Title: Mary A. Heyward 


 


Signature
Page to Warrant Termination Agreement