Ranjit M. Kripalani - 06 Dec 2023 Form 4 Insider Report for Western Asset Mortgage Capital Corp

Footnote F1

On December 6, 2023, AG Mortgage Investment Trust, Inc. ("MITT", acquired Western Asset Mortgage Capital Corporation (the "Issuer") pursuant to an Agreement and Plan of Merger, dated as of August 8, 2023, entered into by and among the Issuer, MITT, AGMIT Merger Sub, LLC, a wholly owned subsidiary of MITT ("Merger Sub"), and solely for the limited purposes set forth in the Merger Agreement, AG REIT Management, LLC ("MITT Manager") (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with Merger Sub surviving such merger as a subsidiary of MITT (the "Merger").

Footnote F2

Reflects restricted stock units ("RSUs"). Reflects adjusted amounts related to a reconciliation of the Issuer's records.

Footnote F3

At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer common stock (other than certain excluded shares) automatically converted into the right to receive 1.498 validly issued, fully-paid and nonassessable shares of MITT common stock, and $0.92 in cash from MITT Manager, subject to any applicable withholding taxes (collectively, the "Merger Consideration"). The outstanding unvested RSUs held by the Reporting Person vested pro-rata effective as of immediately prior to the Effective Time based on a fraction, the numerator of which was 167 (the number of days between the grant date and the closing date of the Merger) and the denominator of which was 365, and the remaining unvested portion was cancelled without any consideration. Each vested RSU, after reduction for applicable withholding taxes, was treated as a share of Issuer common stock for purposes of receiving the Merger Consideration pursuant to the terms of the Merger Agreement.