FORM OF PROPOSED CHARTER AMENDMENT
CHERRY HILL MORTGAGE INVESTMENT CORPORATION 2023 EQUITY INCENTIVE PLAN
ARTICLE I
ARTICLES OF AMENDMENT
DEFINITIONSCherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
Whenever used herein, the following terms shall have the meanings set forth below:
“Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the Company (including, but not limited to, joint ventures, limited liability companies and partnerships). For this purpose, the term “control” (including the correlative meaningsFIRST: The charter of the terms “controlled by” and “under common control with”Corporation (the “Charter”) shall mean ownership, directly or indirectly,is hereby amended by deleting the second sentence of 50% or moreSection 6.7 of Article VI so that such section of the total combined voting powerCharter now reads in its entirety as follows:
Section 6.7 Charter and Bylaws. The rights of all classesstockholders and the terms of voting securities issued by such entity, orall stock are subject to the possession, directly or indirectly,provisions of the powerCharter and the Bylaws.
SECOND: The foregoing amendment to direct the management and policies of such entity,Charter has been advised by contract or otherwise.
“Agreement” means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of a Stock Award, an award of Performance Units, an Incentive Award, an Option, SAR or Other Equity-Based Award (including an LTIP Unit) granted to such Participant.
“Award” means any Option, SAR, Stock Award, Performance Unit, Other Equity-Based Award or Incentive Award.
“Board” means the Board of Directors of the Company.
“Change in Control” means and includes each of the following:
(a) A transaction or series of transactions whereby any “person” or related “group” of “persons,” within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act (other than the Company or any of its subsidiaries, any trustee or other fiduciary holding the Company’s securities under an employee benefit plan sponsored or maintained by the Company or any of its Affiliates, any underwriter temporarily holding the Company’s securities pursuant to an offering of such securities or any entity owned, directly or indirectly,approved by the stockholders of the Company in substantiallyCorporation entitled to vote thereon.
THIRD: The foregoing amendment to the same proportions as their ownershipCharter shall become effective upon acceptance for record by the State Department of Assessments and Taxation of Maryland.
FOURTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the then outstanding sharesCorporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of Common Stock), acquires, directly or indirectly, “beneficial ownership,” within the meaning of Rule 13d-3such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the Exchange Act, of securities of the Company possessing more than 50% of the combined voting power of the Company’s securities outstanding immediately after such acquisition;penalties for perjury.
(b) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 1.04(a) or Section 1.04(c), or a director whose initial assumption of office is in connection with an actual or threatened election contest) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or[SIGNATURE PAGE FOLLOWS]
(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (1) a merger, consolidation, reorganization, or business combination or (2) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (3) the acquisition of assets or stock of another entity, in each case other than a transaction:
(i)
| Which results in the holders of the Company’s voting securities outstanding immediately before the transaction continuing to hold securities that represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company, or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, more than 50% of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and
|
(ii)
| After which no “person” or related “group” of “persons,” within the meaning of Sections 13(d) and |