Exhibit 10.1


 


EXECUTION COPY


 


VOTING AGREEMENT


 


This
Voting Agreement (this “Agreement”) is made and entered into as of April 29, 2022 (the “Agreement Date”),
by and between Impac Mortgage Holdings, Inc., a Maryland corporation (the “Company”), and ________________________
(the “Stockholder”).


 


RECITALS


 


A.       On
or after the date of this Agreement, the Company proposes to (collectively, the “Transaction”) (a) launch an exchange
offer (the “Exchange Offer”) for all of the outstanding shares of the Company’s 9.375% Series B Cumulative Redeemable
Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), and the Company’s 9.125% Series
C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), (b) approve certain
amendments to the charter of the Company (the “Charter”), in substantially the form attached hereto in Exhibit A-1
and Exhibit A-2 (the “Form of Amendments”), by (i) soliciting a written consent from the holders of Series B
Preferred Stock and Series C Preferred Stock, and (ii) calling a special meeting of the holders of the Company’s common stock, par
value $0.01 per share (the “Common Stock”), (c) amend the Charter as set forth in the Amendments and (d) redeem all
outstanding shares of Series B Preferred Stock and Series C Preferred Stock that remain outstanding after completion of the Exchange Offer.


 


B.       As
of the Agreement Date, Stockholder is the record owner of, is the “beneficial owner” (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) of, or has discretionary voting authority over,
the number of shares of Series B Preferred Stock, Series C Preferred Stock and/or Common Stock, as applicable, as set forth on Exhibit
B hereto, being all of the shares of such stock owned of record or beneficially by Stockholder or with respect of which Stockholder
has discretionary voting authority, as of the Agreement Date (the “Owned Shares” and, together with any additional
shares of stock Stockholder may acquire record and/or beneficial ownership of, or obtain discretionary voting authority over, after the
Agreement Date (including pursuant to a stock split, reverse stock split, stock dividend or distribution, or any redemption of (including
as contemplated by the Form of Amendments) or change in Series B Preferred Stock, Series C Preferred Stock or Common Stock by reason of
any recapitalization, reorganization, combination, reclassification, exchange of shares or similar transaction), Stockholder’s “Covered
Shares”).


 


C.       In
connection with the Transaction, Stockholder has agreed to enter into this Agreement with respect to the Covered Shares.


 


NOW,
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to
be legally bound, do hereby agree as follows:


 



     


     


    

 


1.       Definitions.
When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1.


 


1.1.       “Amendments”
means amendments to the provisions of the Charter setting forth the terms of the Series B Preferred Stock and the Series C Preferred Stock
in substantially the form of the Form of Amendments and, with respect to the Amendment relating to the terms of the Series B Preferred
Stock, including such further changes to the form thereof and the amount of the “Special Redemption Price” set forth therein
as the Company may determine to be reasonably necessary to (a) effect the payment, whether by the Company or the holders of Series B Preferred
Stock, of any award with respect to the fees or costs of any attorney or attorneys representing one or more holders of Series B Preferred
Stock, whether individually or as a class, in the matter Curtis J. Timm, et al v Impac Mortgage Holdings, Inc., et al., as may be ordered
by a court to be paid from or with respect to the Special Redemption Price, the consideration per share of Series B Preferred Stock to
be paid in connection with the Exchange Offer or Judgment Order Number 5 (as defined in the Form of Amendment relating to the terms of
the Series B Preferred Stock), (b) provide for a portion of such Special Redemption Price to be held in escrow pending resolution of any
petition filed by any such attorney or attorneys seeking any such fees or costs or (c) cause the consideration per share of Series B Preferred
Stock paid in connection with the Exchange Offer and the Special Redemption Price paid to each holder of Series B Preferred Stock to be
the same, after payment of any such fees and costs as may be actually awarded by a court.


 


1.2.       “Closing
Time” shall mean the first time at which both (a) the Amendments have been accepted for record by the State Department of Assessments
and Taxation of Maryland; and (b) the Exchange Offer has closed.


 


1.3.       “Expiration
Time” shall mean the earlier to occur of (a) the Closing Time and (b) such date and time before the occurrence of the Closing
Time as this Voting Agreement shall be validly terminated pursuant to the terms hereof.


 


1.4.       “Transfer”
shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by
operation of Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding
with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of Law or
otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement); (b) the deposit of such
Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such
Covered Shares or the grant of any proxy or power of attorney (other than as contemplated by or pursuant to this Agreement) with respect
to such Covered Shares; or (c) any contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing
clauses (a), or (b) above.


 


2.             Transfer
Restrictions on Covered Shares


 


[2.1         Restrictions
on Transfer of Covered Shares.


 


a.          No
Transfer of Covered Shares prior to Expiration Time. Until the Expiration Time, Stockholder agrees not to Transfer or cause or permit
the Transfer of any of the Covered Shares, other than with the prior written consent of the Company.


 



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b.          Restrictions
on Transfer of Covered Shares after the Closing Time. Unless this Agreement is validly terminated before the Closing Time
pursuant to the terms hereof, and until the date that is the third annual anniversary of the first date on which the Closing Time
occurs, Stockholder agrees not to Transfer or cause or permit the Transfer of the Covered Shares (which stockholder acknowledges
includes any shares of Common Stock received in exchange for, or upon redemption of, shares of Series B Preferred Stock or Series C
Preferred Stock that constituted Covered Shares immediately before the Closing Time), other than:


 


(i)          with
the prior written consent of the Company; or


 


(ii)          beginning
on the date that is 6 months after the date on which the Closing Time occurs and ending on the date that is the third annual anniversary
of the first date on which the Closing Time occurs (the “Restricted Period”), Stockholder may, on any day during an
ADTV Period (as defined below), Transfer a number of Covered Shares that does not exceed the greater of (A) 50,000 Covered Shares and
(B) ten percent (10%) of the most recently-determined ADTV (as defined below); provided, however, that the maximum number of Covered Shares
that may be Transferred by Stockholder during any particular ADTV Period pursuant to this clause (ii) may not exceed, in the aggregate,
the product of (X) ten percent (10%) of the most recently-determined ADTV and (Y) the number of actual trading days during such ADTV Period
(such product, the “Maximum Transferable Share Amount”). ADTV shall be calculated as of the first day of the Restricted
Period and the first day of each calendar quarter thereafter, and the Company shall provide notice to Stockholder in accordance with Section
7.7 hereof of each ADTV within five (5) business days after each date on which it is calculated.


 


For purposes of this
Section 2.1(b), “ADTV” means, as of any date, the average daily trading volume of the Common Stock on the principal
U.S. securities exchange upon which the Common Stock is then listed or admitted for trading during the 3-month period ending on the trading
date immediately preceding the date on which ADTV is calculated.


 


For purposes of this
Section 2.1(b), “ADTV Period” means the period beginning on the most recent date on which ADTV has been calculated
and ending on the day before the next date on which ADTV will be calculated or, in the case of the last ADTV Period, ending on the last
day of the Restricted Period.


 


For example, if the first
ADTV Period consists of 45 trading days and, on the first day of the Restricted Period, the average daily trading volume of the Common
Stock on the principal U.S. securities exchange upon which the Common Stock is then listed or admitted for trading for the 3-month period
prior to the first day of the Restricted Period is 30,000 shares of Common Stock, then, during the initial ADTV Period, which will begin
on the first day of the Restricted Period and end on the day before the first day of the next calendar quarter (when the ADTV will be
re-calculated), the Maximum Transferable Share Amount shall be 135,000 (being 10% * 30,000 * 45) and, during the initial ADTV Period,
Stockholder may Transfer a number of Covered Shares on a daily basis that does not exceed 50,000 Covered Shares per day until the Maximum
Transferable Share Amount of 135,000 Covered Shares have been Transferred by Stockholder during that initial ADTV Period.


 



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(c)           Attempted
or Violative Transfer of Covered Shares. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section
2.1 shall be null and void and of no effect whatsoever. If any involuntary Transfer of any of the Covered Shares shall
occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any
creditor’s or court sale) in violation of this Section 2.1, the transferee (which term, as used herein, shall include any and
all transferees and subsequent transferees of the initial transferee) shall, subject to applicable law, take and hold such Covered
Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full
force and effect until the Expiration Time and until the expiration of the Restricted Period, if applicable.]1


 


[2.1.        No
Transfer of Covered Shares prior to Expiration Time. Until the Expiration Time, Stockholder agrees not to Transfer or cause or permit
the Transfer of any of the Covered Shares, other than with the prior written consent of the Company. Any Transfer or attempted Transfer
of any Covered Shares in violation of this Section 2.1 shall be null and void and of no effect whatsoever. If any involuntary
Transfer of any of the Covered Shares shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy,
or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all
transferees and subsequent transferees of the initial transferee) shall, subject to applicable Law, take and hold such Covered Shares
subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect
until the Expiration Time.]2


 


2.2.          No
Inconsistent Arrangements. Stockholder hereby agrees that, from and after the date hereof and until the Expiration Time, Stockholder
shall not, directly or indirectly, take any action that would have the effect of preventing, materially delaying or materially impairing
Stockholder from performing any of its obligations under this Agreement or that would, or would reasonably be expected to, have the effect
of preventing, materially delaying or materially impairing, the consummation of the Transaction or the other transactions contemplated
by the Information Statement.


 


2.3.          Permitted
Transfers. Section 2.1 above shall not prohibit or otherwise restrict a Transfer of Covered Shares by
Stockholder: (a) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member
of Stockholder’s immediate family, or otherwise for estate planning purposes, (b) after the Closing Time, to any investor or
member of Stockholder, or to any investor or member of Stockholder’s affiliates or related entities; (c) by will or under the
laws of intestacy upon the death of Stockholder, (d) pursuant to a qualified domestic order; (e) in order to participate in the
Exchange Offer; provided, however, that a Transfer referred to in clauses (a) through (d) of this sentence shall be permitted only
if (i) all of the representations and warranties in Section 5 of this Agreement with respect to Stockholder would
be true and correct in all material respects upon such Transfer, subject to necessary adjustment as a result of such Transfer, (ii)
the transferee agrees in a written document, reasonably satisfactory in form and substance to the Company, to be bound by all of the
terms of this Agreement, and (iii) other than with respect to a Transfer referred to in clause (c) of this Section, such Transfer
does not occur during the period beginning three (3) business days prior to the Closing Time and ending at the Closing Time.


 





 



 


1
          NTD: To be included in voting agreements with Camac Fund LP, Camac Partners LLC, Sara-Bay Financial Inc., Joseph Waske and Dennis
Hesse.


2
          NTD: This Section 2.1 to be included in form agreement for all other stockholders.


 



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3.             Agreement
to Vote the Covered Shares.


 


3.1.          Voting
Agreement. Until the Expiration Time, at any applicable meeting of the Company’s stockholders at which the Amendments are to
be considered or voted on (and at every adjournment or postponement thereof), and on any action or approval of the Company’s stockholders
by written or electronic transmission consent with respect to any of the Amendments, Stockholder shall vote (including via proxy) all
of the Covered Shares (or cause the holder of record on any applicable record date to vote (including via proxy) all of the Covered Shares)
in favor of such proposals, or shall execute or deliver such applicable written or electronic transmission consent approving such proposals.
Additionally, Stockholder agrees to (a) vote (or consent) as recommended by the Company’s Board of Directors (the “Board”)
on any other matters brought to vote at a meeting of the stockholders of the Company relating to the Transaction (or approved by written
consent) and (b) against any action or agreement that would reasonably be expected impede, interfere with or materially and adversely
affect the consummation of the Transaction (collectively, the “Covered Proposals”).


 


3.2.          Quorum.
Until the Expiration Time, at every applicable meeting of the Company’s stockholders (and at every adjournment or postponement thereof),
Stockholder shall be represented in person or by proxy at such meeting (or cause the holders of record on any applicable record date to
be represented in person or by proxy at such meeting) in order for the Covered Shares to be counted as present for purposes of establishing
a quorum.


 


3.3.          Return
of Proxy or Consent. Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), within five Business
Days of receipt, any proxy card, voting instructions or request for consent it receives from the Company that is sent to stockholders
of the Company soliciting proxies or consents with respect to any matter described in Section 3.1, which shall be voted in
the manner described in Section 3.1 (with the Company to be promptly notified (and provided reasonable evidence) of such
execution and delivery of such proxy card, voting instructions or consent).


 


4.             Waiver
of Certain Actions. Stockholder hereby agrees not to, as a stockholder of the Company, commence or participate in, and to take all
actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company
any of its affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking
to enjoin or delay the operation of, any provision of this Agreement, (b) seeking to enjoin or delay the Transaction or (c) alleging
a breach of any duty of the directors of the Company in connection with the Transaction, this Agreement or the transactions contemplated
thereby or hereby.


 



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5.             Representations
and Warranties of Stockholder. Stockholder hereby represents and warrants to the Company that:


 


5.1.          Due
Authority. Stockholder has the full power and capacity to make, enter into and carry out the terms of this Agreement. This Agreement
has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding obligation of Stockholder, enforceable
against Stockholder in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
or other laws relating to or affecting the enforcement of creditors’ rights and (ii) general equitable principles, whether applied
in law or in equity.


 


5.2.          Ownership
of the Covered Shares. Except as disclosed on Exhibit B hereto: (a) Stockholder is, as of the Agreement Date, the beneficial
and record owner of the Covered Shares, free and clear of any and all liens, claims, proxies, voting trusts or agreements, options, rights,
understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer, voting or exercise of any rights
of a stockholder in respect of such Covered Shares other than (i) those created by this Agreement, or (ii) those arising under
applicable securities laws, and (b) Stockholder has sole voting power over all of the Covered Shares (and to the extent Stockholder does
not have sole voting power on any of the Covered Shares, Stockholder shall vote or cause the person with whom Stockholder shares voting
power to vote as set forth in Section 3.1). As of the Agreement Date, there does not exist any agreement made by Stockholder
to Transfer any Covered Shares. As of the Agreement Date, Stockholder does not own, beneficially or of record, any capital stock of the
Company (including any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any capital stock of
the Company) other than the Owned Shares.


 


5.3.          No
Conflict; Consents.


 


a.          The
execution and delivery of this Agreement by Stockholder does not, and the performance by Stockholder of his, her or its obligations under
this Agreement and the compliance by Stockholder with any provisions hereof does not and will not: (a) conflict with or violate any laws
applicable to Stockholder, or (b) result in any breach of or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the
creation of a lien on any of the Covered Shares beneficially owned by Stockholder pursuant to any contract or obligation to which Stockholder
is a party or to which Stockholder is subject.


 


b.          No
consent, approval, order or authorization of, or registration, declaration or, except as required by the rules and regulations promulgated
under the Exchange Act, filing with, any governmental entity or any other person, is required by or with respect to Stockholder in connection
with the execution and delivery of this Agreement or the consummation by Stockholder of the transactions contemplated hereby.


 


5.4.          Absence
of Litigation. As of the Agreement Date, there is no legal action pending against, or, to the knowledge of Stockholder, threatened
against or affecting Stockholder that would reasonably be expected to materially impair the ability of Stockholder to perform his obligations
hereunder or to consummate the transactions contemplated hereby on a timely basis.


 


5.5.          No
Brokers. No broker, finder, financial advisor, investment banker or other person is entitled to any brokerage, finder’s,
financial advisor’s or other similar fee or commission from the Company in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of Stockholder.


 



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5.6           Accredited
Investor. Stockholder is an “accredited investor” as that term is defined in Rule 501(a) of the Securities Act of 1933,
as amended.


 


6.             Representations
and Warranties of the Company. The Company hereby represents and warrants to Stockholder that:


 


6.1.          Due
Authority. The Company has the full power and capacity to make, enter into and carry out the terms of this Agreement. The Company
is duly organized, validly existing and in good standing in accordance with the laws of its jurisdiction of incorporation. The execution
and delivery of this Agreement, the performance of the Company’s obligations hereunder, and the consummation of the transactions
contemplated hereby have been validly authorized, and no other consents or authorizations are required to give effect to this Agreement
or the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and
constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to subject to (i)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws relating to or affecting the enforcement of creditors’
rights and (ii) general equitable principles, whether applied in law or in equity.


 


6.2.          No
Conflict; Consents.


 


a.          The
execution and delivery of this Agreement by the Company does not, and the performance by the Company of its obligations under this Agreement
and the compliance by the Company with the provisions hereof do not and will not: (i) conflict with or violate any laws applicable to
the Company or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become
a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, pursuant to any contract
or obligation to which the Company is a party or by which the Company is subject.


 


b.          No
consent, approval, order or authorization of, or registration, declaration or, except as required by the rules and regulations promulgated
under the Exchange Act, filing with, any governmental entity or any other person, is required by or with respect to the Company in connection
with the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby.


 


7.             Miscellaneous.


 


7.1.          Other
Agreements. Stockholder further agrees that, from and after the date hereof until the Expiration Time, Stockholder will not, and will
not permit any entity under Stockholder’s control to, (A) solicit proxies or become a “participant” in a “solicitation”
(as such terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal or (B) become a member of a “group”
(as such term is used in Section 13(d) of the Exchange Act) with respect to the Transaction.


 



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7.2.          No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest the Company any direct or indirect ownership or incidence
of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares
shall remain vested in and belong to the Stockholder, and the Company shall have no authority to direct Stockholder in the voting or disposition
of any of the Covered Shares, except as otherwise provided herein.


 


7.3.          Certain
Adjustments. In the event of a stock split, stock dividend or distribution, or any change in the Common Stock, Series B Preferred
Stock or Series C Preferred Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange
of shares or the like, the terms “Covered Shares” and “Owned Shares” shall be deemed to refer to and include such
shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may
be changed or exchanged or which are received in such transaction.


 


7.4.          Survival.
None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement,
including any rights arising out of any breach of such representations, warranties, covenants, and agreements, shall survive the Expiration
Time or the termination of this Agreement, except for those covenants and agreements contained herein that by their terms apply or are
to be performed in whole or in part after the Expiration Time or the termination of this Agreement.


 


7.5.          Amendments;
Waivers. Subject to the provisions of applicable laws, this Agreement may be amended, modified or waived if, and only if, such amendment,
modification or waiver is in writing and signed, in the case of an amendment or modification, by the parties hereto, or in the case of
a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.


 


7.6.          Expenses.
All costs and expenses incurred by any party in connection with this Agreement shall be paid by the party incurring such cost or expense.


 



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7.7.          Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally (notice deemed given
upon receipt), transmitted by facsimile (notice deemed given upon confirmation of receipt), sent by electronic mail (notice deemed given
upon confirmation of receipt) or sent by a nationally recognized overnight courier service, such as Federal Express (notice deemed given
upon receipt of proof of delivery), to the Parties at the following addresses (or at such other address for a party as shall be specified
by like notice):


 


		a.	if to Stockholder, to the address for notice set forth on the signature page hereto.



 


		b.	if to the Company, to:



 


19500
Jamboree Rd

Irvine, CA 92612


Att’n:
Joe Joffrion


Email: joe.joffrion@impacmail.com


 


With a copy to:


 


Venable
LLP


750
E. Pratt Street, Suite 900

Baltimore, MD 21202


Att’n:
Carmen Fonda


Email: cmfonda@venable.com


 


7.8.          Counterparts.
This Agreement may be executed in counterparts, each of which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each of the parties and delivered to each other party (including by means of electronic delivery),
it being understood that the parties need not sign the same counterpart. Signatures to this Agreement transmitted by facsimile transmission,
by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve
the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing
the original signature.


 


7.9.          Entire
Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings,
both written and oral, between the parties with respect to the subject matter hereof, and is not intended to confer upon any person other
than the parties any rights or remedies hereunder.


 


7.10.        Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to any
applicable conflicts of law principles.


 


7.11.        Severability.
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability and, unless the effect of such invalidity or unenforceability would prevent the parties
from realizing the major portion of the economic benefits of the Transaction that they currently anticipate obtaining therefrom, shall
not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validity or enforceability of any
of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable,
the provision shall be interpreted to be only so broad as is enforceable.


 



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7.12.        Assignment.
Neither this Agreement nor any of the rights, interests or obligations of the parties hereunder shall be assigned by any of the
parties (whether by operation of law or otherwise) without the prior written consent of the other parties, and any attempt to make
any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.


 


7.13.        Submission
to Jurisdiction. With respect to any claim arising under or relating to this Agreement or the transactions contemplated by this Agreement,
each of the parties agrees that it shall exclusively bring any action or proceeding in the Circuit Court for Baltimore City (Maryland),
or, if that court does not have subject matter jurisdiction over a particular matter, the United States District Court for the District
of Maryland, Northern Division) (the “Chosen Courts”) and, solely in connection with such claims, (a) irrevocably
submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to the laying of venue in any such action or proceeding
in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party
and (d) agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section
7.7 or in such other manner as may be permitted by law shall be valid and sufficient service thereof. If any action or proceeding
is filed in the Circuit Court for Baltimore City (Maryland), the Parties agree to request assignment of the action or proceeding to the
Business and Technology Case Management Program of that court. The consent to jurisdiction set forth in this Section 7.13 shall
not constitute a general consent to service of process in the State of Maryland and shall have no effect for any purpose except as provided
in this Section 7.13. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


7.14.        Enforcement.
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that, prior to the valid termination
of this Agreement, the parties shall be entitled to an injunction or other equitable relief to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement in any court identified in the Section above, this being in addition
to any other remedy to which they are entitled at law or in equity. Each of the parties agrees that it will not oppose the granting of
an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that
any award of specific performance is not an appropriate remedy for any reason at law or in equity. The parties further agree that no party
to this Agreement shall be required to obtain, secure, furnish or post any bond, security or similar instrument in connection with or
as a condition to obtaining any remedy referred to in this Section 7.14 and each party waives any objection to the imposition
of such relief or any right it may have to require the obtaining, securing, furnishing or posting of any such bond, security or similar
instrument.


 


7.15.       WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR COUNTERCLAIM (WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 



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7.16.        Documentation
and Information. Stockholder consents to and authorizes the publication and disclosure by the Company of Stockholder’s identity
and holding of the Covered Shares, and the terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement),
in any press release, the Form S-4, Schedule TO, Joint Proxy Statement/Prospectus and any other disclosure document required in connection
with the Transaction, and Stockholder acknowledges that the Company may, in its sole discretion, file this Agreement or a form hereof
with the SEC or any other governmental entity or securities exchange. Stockholder agrees to promptly give the Company any information
it may reasonably require for the preparation of any such disclosure documents, and Stockholder agrees to promptly notify the Company
of any required corrections with respect to any information supplied by Stockholder specifically for use in any such disclosure document,
if and to the extent that any such information shall have become false or misleading in any material respect.


 


7.17.        Further
Assurances. Subject to the terms of this Agreement, Stockholder agrees, from time to time, at the reasonable request of the Company
and without further consideration, to execute and deliver such additional documents and take all such further action as may be reasonably
required to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.


 


7.18.        Stop
Transfer Instructions. At all times commencing with the execution and delivery of this Agreement and continuing until the expiration
of all restrictions on the Transfer of Covered Shares pursuant to Section 2.1, in furtherance of this Agreement, Stockholder hereby
authorizes the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to
any or all of the Covered Shares (and that this Agreement places limits on the voting and transfer of Covered Shares), subject to the
provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated by Company following
the expiration of all restrictions on the Transfer of Covered Shares pursuant to Section 2.1.


 


7.19.        Interpretation.
When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of or Exhibit or Schedule
to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”
The words “herein,” “hereof,” “hereunder” and words of similar import shall be deemed to refer to
this Agreement as a whole, including the Exhibits and Schedules hereto, and not to any particular provision of this Agreement. Any pronoun
shall include the corresponding masculine, feminine and neuter forms. In the event that an ambiguity or a question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any provision of this Agreement. The word “extent” and the phrase
 “to the extent” when used in this Agreement shall mean the degree to which a subject or other thing extends, and such word
or phrase shall not merely mean “if.”


 



    11


     


    

 


7.20.       Termination.
This Agreement shall automatically terminate without further action by any of the parties hereto and shall have no further force or effect
as of the earliest to occur of:


 


a.          5:00
p.m., eastern time, on October 31, 2022, if, as of such time, the Closing Time has not occurred;


 


b.          The
time specified by written agreement of the parties; or


 


c.          The
expiration of all restrictions on Transfer of any Covered Shares pursuant to Section 2.1 hereof;


 


provided that
the provisions of this Section 7 (other than Sections 7.1, 7.17 and 7.18) shall survive
any such termination. Notwithstanding the foregoing, termination of this Agreement shall not prevent any party from seeking any remedies
(at law or in equity) against any other party for that party’s breach of any of the terms of this Agreement prior to the date of
termination.


 


[Signature page follows]


 



    12


     


    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered on the date and year first above written.


 


	 	COMPANY:
	 	 
	 	IMPAC MORTGAGE HOLDINGS, INC.




 


	 	By:	 
	 	Name:
	 	Title:




 



    13


     


    

 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered on the date and year first above written.


 


	 	STOCKHOLDER:
	 	 
	 	Name of Stockholder (please print)
	 	 
	 	By:	                       
	 	Name:
	 	Title:
	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 




	 	Email:	 



 



    14


     


    

 


EXHIBIT A - 1


 


AMENDMENT TO SERIES B PREFERRED STOCK


 


(see attached)


 



     


     


    

 





IMPAC MORTGAGE HOLDINGS, INC.


 


ARTICLES OF AMENDMENT1


 


Impac Mortgage Holdings, Inc.,
a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland
(the “SDAT”) that:


 


FIRST: Articles
Supplementary (the “Articles Supplementary”) of the Corporation establishing the Corporation’s 9.375% Series B Cumulative
Redeemable Preferred Stock (the “Series B Preferred Stock”) were filed with and accepted for record by the SDAT on May 26,
2004 and formed a part of the charter of the Corporation (the “Charter”). The Articles Supplementary are hereby amended to
add the following new Section 8, Section 9 and Section 10 to follow Section 7:


 


(8)       DEFINED TERMS.
As used in this Section 8 and in Section 9 and Section 10, the following terms shall have the following meanings:


 


(a)       “Amendment
Effective Date” means the date the Articles of Amendment setting forth this Section 8 and Section 9 and Section 10 are accepted
for record by the State Department of Assessments and Taxation of Maryland (the “SDAT”).


 


(b)        “Exchange
Offer” means the Exchange Offer as defined in the Exchange Offer Registration Statement.


 


(c)       “Exchange
Offer Registration Statement” means the Registration Statement on Form S-4, Commission File No. 333-______, filed by the Company
with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, and all amendments thereto, and
the related form of prospectus included therein.


 


(d)       “Series
C Special Redemption” means the Corporation’s right and obligation to redeem outstanding shares of the Corporation’s
9.125% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) pursuant to the “Series C Special
Redemption” set forth in Articles of Amendment filed with, and accepted for record by, the SDAT on or about the Amendment Effective
Date and described in the Exchange Offer Registration Statement.


 


(9)       EXCHANGE
OFFER REDEMPTIONS.  Subject to the terms and conditions of the Exchange Offer as described in the Exchange Offer Registration
Statement, the Corporation shall have the right and obligation to redeem outstanding shares of Series B Preferred Stock, and the
right and obligation to redeem outstanding shares of Series C Preferred Stock pursuant to the Exchange Offer (the “Exchange
Offer Redemptions”). The Corporation’s power to effect the Exchange Offer Redemptions shall be without regard to or
compliance with any other provision set forth in the Articles Supplementary classifying the Series B Preferred Stock, including,
without limitation, Section 3 [Dividends] and Section 5 [Redemption] thereof. In furtherance of, and without limitation to, the
foregoing sentence, in connection with the Exchange Offer Redemptions, the Corporation shall have no obligation to pay or make
allowance for, and will make no payment or allowance for, accrued and unpaid dividends on any share of Series B Preferred Stock
outstanding (whether or not any such dividends have accumulated and whether or not such dividends accrued before or after the
Amendment Effective Date). The redemption of shares of Series B Preferred Stock pursuant to the Exchange Offer Redemptions shall not
prejudice any person’s rights to receive the amount contemplated by Order Number 5 in the Judgment Order by the Circuit Court
for Baltimore City, dated July 16, 2018, as modified in the Judgement Order by the Circuit Court for Baltimore City, dated July 24,
2018, in the matter Curtis J. Timm, et al v Impac Mortgage Holdings, Inc., et al. (the “Judgment Order Number 5”).


 





 



1  Note to Draft: These Articles of Amendment to be filed with the SDAT before the closing of the Exchange Offer.


 


 






     


     


    

 


(10)     SERIES B SPECIAL
REDEMPTION.


 


(a)       Right and Obligation
of Series B Special Redemption. The Corporation shall have the right and obligation to redeem all outstanding shares of Series B Preferred
Stock pursuant to the special redemption set forth in this Section 10 (the “Series B Special Redemption”) and the power to
effect the Series C Special Redemption. The Corporation’s right and obligation to effect the Series B Special Redemption and the
Corporation’s power to effect the Series C Special Redemption shall be without regard to or compliance with any other provision
set forth in the Articles Supplementary classifying the Series B Preferred Stock, including, without limitation, Section 3 [Dividends]
and Section 5 [Redemption] thereof. In furtherance of, and without limitation to, the foregoing sentence, in connection with the Series
B Special Redemption and the Series C Special Redemption, the Corporation shall have no obligation to pay or make allowance for, and will
make no payment or allowance for, accrued and unpaid dividends on any share of Series B Preferred Stock outstanding (whether or not any
such dividends have accumulated and whether or not such dividends accrued before or after the Amendment Effective Date).


 


(b)       Special
Redemption Price. The Corporation shall have the right to redeem the outstanding shares of Series B Preferred Stock, in whole
but not in part, on such date as may be fixed by the Corporation on or prior to the date that is two years from the Amendment
Effective Date for the following per share redemption price (the “Special Redemption Price”): (i) $5.00 and (ii) 20
shares of the Corporation’s Common Stock, $0.01 par value per share.2
If the Corporation has not provided written notice of its election to effect the Series B Special Redemption by the date that is 65
days from the Amendment Effective Date, then, upon the written request of the holder of any outstanding share of Series B Preferred
Stock on or prior to the date that is two years from the Amendment Effective Date (the “Stockholder Put Notice”), the
Corporation shall effect the Series B Special Redemption for all, but not less than all, of the outstanding shares of Series B
Preferred Stock at the Special Redemption Price on such date as may be fixed by the Corporation within 90 days of receipt by the
Corporation of the Stockholder Put Notice (the “Put Closing Date”) in accordance with this Section 10; provided,
however, that the Corporation may delay the Put Closing Date if the Corporation would be prohibited from paying the Special
Redemption Price under Section 2-311 of the Maryland General Corporation Law, or any successor statute, until such time that the
Corporation would be permitted to pay the Special Redemption Price.


 





 






2 The “Special Redemption Price” may be modified or reduced as described in Section 1.1 of the Voting Agreement.


 






    -2-


     


    

 


(c)           No Dividends
Paid with Respect to Series B Special Redemption. Except as expressly provided for in the last sentence of this Section 10(c), in
connection with the Series B Special Redemption, the Corporation shall only be obligated to pay with respect to each share of Series B
Preferred Stock the Special Redemption Price and the Corporation shall have no obligation to pay or make allowance for, and will make
no payment or allowance for, accrued and unpaid dividends on any share of Series B Preferred Stock outstanding (whether or not any such
dividends have accumulated and whether or not such dividends accrued before or after the Amendment Effective Date). The redemption of
shares of Series B Preferred Stock shall not prejudice any person’s rights to receive the amount contemplated by the Judgment Order
Number 5.


 


(d)           Effect on Series
B Preferred Stock. If notice of the Series B Special Redemption has been given as contemplated below and if the funds and other Special
Redemption Price consideration necessary for the Series B Special Redemption have been set aside by the Corporation for the benefit of
the holders of shares of Series B Preferred Stock, then, from and after the date of the Series B Special Redemption, the shares of Series
B Preferred Stock shall no longer be deemed outstanding, dividends will cease to accrue on shares of Series B Preferred Stock, and all
rights of the holders of such shares will terminate, except the right to receive for each share of Series B Preferred Stock the Special
Redemption Price. Holders of Series B Preferred Stock shall surrender such shares of Series B Preferred Stock at the place and in accordance
with the procedures specified in such notice and, upon such surrender, each such share of Series B Preferred Stock shall be redeemed by
the Corporation at the Special Redemption Price.


 


(e)           Procedures
for Series B Special Redemption.


 


(i)       If
the Corporation elects to effect the Series B Special Redemption or is required to effect the Series B Special Redemption pursuant to
this Section 10, the Corporation shall send notice of the Series B Special Redemption substantially in accordance with the applicable
procedures of The Depository Trust Company, including notice periods or required information as shall be determined by the Corporation
in accordance with the applicable procedures of The Depository Trust Company. No failure to give such notice or any defect thereto or
in the mailing thereof shall affect the validity of the Series B Special Redemption except as to the holder to whom notice was defective
or not given and is not later corrected or given.


 






    -3-


     


    

 


(ii)      If
the Corporation elects to effect the Series B Special Redemption or is required to effect the Series B Special Redemption pursuant
to this Section 10, the Corporation shall deposit the required funds and any other Special Redemption Price consideration with a
bank or trust company for the purpose of redeeming Series B Preferred Stock, which deposit shall be irrevocable except that:


 


(A)     the Corporation
shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited
in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and


 


(B)      any balance
of funds and any other Special Redemption Price consideration so deposited by the Corporation and unclaimed by the holders of the Series
B Preferred Stock entitled thereto at the expiration of two years from the applicable redemption date shall be repaid, together with any
interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds
and any other Special Redemption Price consideration so repaid to the Corporation shall look only to the Corporation for payment without
interest or other earnings.


 


SECOND: The amendment
to the Charter as set forth above has been advised by the Board of Directors of the Corporation and approved by the stockholders of the
Corporation entitled to vote thereon as required by law.


 


THIRD: The undersigned
acknowledges this Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified
under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true
in all material respects and that this statement is made under the penalties of perjury.


 


 


[SIGNATURE PAGE FOLLOWS]





 






    -4-


     


    

 


IN WITNESS WHEREOF, the Corporation
has caused these Articles of Amendment to be signed in its name and on its behalf by its                              
and attested to by its         on this              day
of               , 2022.


 


	ATTEST:	 	IMPAC MORTGAGE HOLDINGS, INC.
	 	 	 	 
		 	By:	       
	Name:	 	Name:
	Title:	 	Title:






 






     


     


    

  


EXHIBIT A - 2


 


AMENDMENT TO SERIES C PREFERRED STOCK


 


(see attached)


 



     


     


    

 








IMPAC MORTGAGE HOLDINGS, INC.


 


ARTICLES OF AMENDMENT1


 


Impac Mortgage Holdings, Inc.,
a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland
(the “SDAT”) that:


 


FIRST:
Articles Supplementary (the “Articles Supplementary”) of the Corporation establishing the Corporation’s 9.125%
Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) were filed with
and accepted for record by the SDAT on November 18, 2004 and formed a part of the charter of the Corporation (the “Charter”).
Articles of Amendment were filed with and accepted for record by the SDAT on June 29, 2009 which amended and restated the Articles Supplementary
(the “Amendment”). The Amendment is hereby amended to add the following new Section 8, Section 9 and Section 10 to follow
Section 7:


 


(8)       DEFINED TERMS.
As used in this Section 8 and in Section 9 and Section 10, the following terms shall have the following meanings:


 


(a)       “Amendment
Effective Date” means the date the Articles of Amendment setting forth this Section 8 and Section 9 and Section 10 are accepted
for record by the State Department of Assessments and Taxation of Maryland (the “SDAT”).


 


(b)        “Exchange
Offer” means the Exchange Offer as defined in the Exchange Offer Registration Statement.


 


(c)       “Exchange
Offer Registration Statement” means the Registration Statement on Form S-4, Commission File No. 333-______, filed by the Company
with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, and all amendments thereto, and
the related form of prospectus included therein.


 


(d)       “Series
B Special Redemption” means the Corporation’s right and obligation to redeem outstanding shares of the Corporation’s
9.375% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) pursuant to the “Series B Special
Redemption” set forth in Articles of Amendment filed with, and accepted for record by, the SDAT on or about the Amendment Effective
Date and described in the Exchange Offer Registration Statement.


 


(e)       “Series
C Articles” means the Articles Supplementary classifying the Series C Preferred Stock, filed with and accepted for record by the
SDAT on November 18, 2004, as amended by the Articles of Amendment to such Articles Supplementary, filed with and accepted for record
by the SDAT on June 29, 2009.


 


(f)       “Series
C Warrants” means the Company’s Warrants contemplated by the [Warrant Agreement, dated as of [date]] and described in the
Exchange Offer Registration Statement


 





 






1
Note to Draft: These Articles of Amendment to be filed with the SDAT before the closing of the Exchange Offer.


 






     


     


    

 





(9)           EXCHANGE OFFER
REDEMPTIONS.  Subject to the terms and conditions of the Exchange Offer as described in the Exchange Offer Registration Statement,
the Corporation shall have the right and obligation to redeem outstanding shares of Series C Preferred Stock, and the right and obligation
to redeem outstanding shares of Series B Preferred Stock pursuant to the Exchange Offer (the “Exchange Offer Redemptions”).
The Corporation’s power to effect the Exchange Offer Redemptions shall be without regard to or compliance with any other provision
set forth in the Series C Articles, including, without limitation, Section 3 [Dividends] and Section 5 [Redemption] thereof. In furtherance
of, and without limitation to, the foregoing sentence, in connection with the Exchange Offer Redemptions, the Corporation shall have no
obligation to pay or make allowance for, and will make no payment or allowance for, accrued and unpaid dividends on any share of Series
C Preferred Stock outstanding (whether or not any such dividends have accumulated and whether or not such dividends accrued before or
after the Amendment Effective Date).


 


(10)         SERIES C SPECIAL
REDEMPTION.


 


(a)           Right and Obligation
of Series C Special Redemption. The Corporation shall have the right and obligation to redeem all outstanding shares of Series C Preferred
Stock pursuant to the special redemption set forth in this Section 10 (the “Series C Special Redemption”) and the power to
effect the Series B Special Redemption. The Corporation’s right and obligation to effect the Series C Special Redemption and the
Corporation’s power to effect the Series B Special Redemption shall be without regard to or compliance with any other provision
set forth in the Series C Articles, including, without limitation, Section 3 [Dividends] and Section 5 [Redemption] thereof. In furtherance
of, and without limitation to, the foregoing sentence, in connection with the Series C Special Redemption and the Series B Special Redemption,
the Corporation shall have no obligation to pay or make allowance for, and will make no payment or allowance for, accrued and unpaid dividends
on any share of Series C Preferred Stock outstanding (whether or not any such dividends have accumulated and whether or not such dividends
accrued before or after the Amendment Effective Date).


 


(b)           Special
Redemption Price. The Corporation shall have the right to redeem the outstanding shares of Series C Preferred Stock, in whole
but not in part, on such date as may be fixed by the Corporation on or prior to the date that is two years from the Amendment
Effective Date for the following per share redemption price (the “Special Redemption Price”): (i) $0.10; (ii) 1.25
shares of the Corporation’s Common Stock, $0.01 par value per share (“Common Stock”); and (iii) 1.5 Series C
Warrants; provided, however, (1) no fractional shares of Common Stock will be issued pursuant to subsection (ii) of this sentence,
and each holder of Series C Preferred Stock otherwise entitled to receive a fractional share of Common Stock shall be entitled to
receive one share of Common Stock in lieu of the fraction of a share of Common Stock and (2) no fractional Series C Warrants will be
issued pursuant to subsection (iii) of this sentence and the Company shall round down to the nearest whole number the number of
Series C Warrants to be issued to each holder of Series C Preferred Stock otherwise entitled to receive a fractional Series C
Warrant. If the Corporation has not provided written notice of its election to effect the Series C Special Redemption by the date
that is 65 days from the Amendment Effective Date, then, upon the written request of the holder of any outstanding share of Series C
Preferred Stock on or prior to the date that is two years from the Amendment Effective Date (the “Stockholder Put
Notice”), the Corporation shall effect the Series C Special Redemption for all, but not less than all, of the outstanding
shares of Series C Preferred Stock at the Special Redemption Price on such date as may be fixed by the Corporation within 90 days of
receipt by the Corporation of the Stockholder Put Notice (the “Put Closing Date”) in accordance with this Section 10;
provided, however, that the Corporation may delay the Put Closing Date if the Corporation would be prohibited from paying the
Special Redemption Price under Section 2-311 of the Maryland General Corporation Law, or any successor statute, until such time that
the Corporation would be permitted to pay the Special Redemption Price.


 






    -2-


     


    

 


(c)           No Dividends
Paid with Respect to Series C Special Redemption. In connection with the Series C Special Redemption, the Corporation shall only be
obligated to pay with respect to each share of Series C Preferred Stock the Special Redemption Price and the Corporation shall have no
obligation to pay or make allowance for, and will make no payment or allowance for, accrued and unpaid dividends on any share of Series
C Preferred Stock outstanding (whether or not any such dividends have accumulated and whether or not such dividends accrued before or
after the Amendment Effective Date).


 


(d)           Effect on Series
C Preferred Stock. If notice of the Series C Special Redemption has been given as contemplated below and if the funds and other Special
Redemption Price consideration necessary for the Series C Special Redemption have been set aside by the Corporation for the benefit of
the holders of shares of Series C Preferred Stock, then, from and after the date of the Series C Special Redemption, the shares of Series
C Preferred Stock shall no longer be deemed outstanding, dividends will cease to accrue on shares of Series C Preferred Stock, and all
rights of the holders of such shares will terminate, except the right to receive for each share of Series C Preferred Stock the Special
Redemption Price. Holders of Series C Preferred Stock shall surrender such shares of Series C Preferred Stock at the place and in accordance
with the procedures specified in such notice and, upon such surrender, each such share of Series C Preferred Stock shall be redeemed by
the Corporation at the Special Redemption Price.


 


(e)           Procedures
for Series C Special Redemption.


 


(i)       If
the Corporation elects to effect the Series C Special Redemption or is required to effect the Series C Special Redemption pursuant
to this Section 10, the Corporation shall send notice of the Series C Special Redemption substantially in accordance with the
applicable procedures of The Depository Trust Company, including notice periods or required information as shall be determined by
the Corporation in accordance with the applicable procedures of The Depository Trust Company. No failure to give such notice or any
defect thereto or in the mailing thereof shall affect the validity of the Series C Special Redemption except as to the holder to
whom notice was defective or not given and is not later corrected or given.


 






    -3-


     


    

 


(ii)       If
the Corporation elects to effect the Series C Special Redemption or is required to effect the Series C Special Redemption pursuant to
this Section 10, the Corporation shall deposit the required funds and any other Special Redemption Price consideration with a bank or
trust company for the purpose of redeeming Series C Preferred Stock, which deposit shall be irrevocable except that:


 


(A)       the Corporation
shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited
in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and


 


(B)       any balance
of funds and any other Special Redemption Price consideration so deposited by the Corporation and unclaimed by the holders of the Series
C Preferred Stock entitled thereto at the expiration of two years from the applicable redemption date shall be repaid, together with any
interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds
and any other Special Redemption Price consideration so repaid to the Corporation shall look only to the Corporation for payment without
interest or other earnings.


 


SECOND: The amendment
to the Charter as set forth above has been advised by the Board of Directors of the Corporation and approved by the stockholders of the
Corporation entitled to vote thereon as required by law.


 


THIRD: The undersigned
acknowledges this Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified
under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true
in all material respects and that this statement is made under the penalties of perjury.


 


 


[SIGNATURE PAGE FOLLOWS]





 






    -4-


     


    

 


IN WITNESS WHEREOF, the Corporation
has caused these Articles of Amendment to be signed in its name and on its behalf by its                              
and attested to by its         on this              day
of               , 2022.


 


	ATTEST:	 	IMPAC MORTGAGE HOLDINGS, INC.
	 	 	 	 
		 	By:	       
	Name:	 	Name:
	Title:	 	Title:


  



     


     


    





 







EXHIBIT B


 


OWNED SHARES


 


	Class of Stock	Number of Shares	Record Holder, Beneficial

 Holder or Discretionary 

Voting Authority
	Common Stock	 	 
	Series B Preferred Stock	 	 
	Series C Preferred Stock	 	 


 


Exceptions from Voting Power (please describe):