Western Asset Mortgage Capital : Acquisition/Asset Disposal - Form 8-K

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Pursuant to the WMC Management Agreement Amendment, dated as of August 8, 2023, the WMC Management Agreement, dated as of May 9, 2012, as amended by that certain Amendment to the WMC Management Agreement, dated as of August 3, 2016, each by and between WMC and Western Asset Management Company, LLC (the "WMC Management Agreement"), was terminated upon completion of the transactions contemplated by the Merger Agreement. As a result of the completion of the transactions contemplated by the Merger Agreement and the termination of the WMC Management Agreement, WMC paid Western Asset Management Company, LLC a termination fee of $7,000,000. Following the Effective Time, MITT will pay Western Asset Management Company, LLC any accrued but unpaid management fees and unreimbursed expenses.

The material terms and description of any material relationship between WMC or its affiliates and any related party in connection with the WMC Management Agreement are more fully described in WMC's Quarterly Report on Form 10-Q filed with the SEC on November 8, 2023, which description is incorporated herein by reference. The foregoing description of the WMC Management Agreement, the amendments thereto and the transactions contemplated thereby is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the WMC Management Agreement and the amendments thereto, which are attached as Exhibit 10.4 to WMC's Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2012, Exhibit 10.1 to WMC's Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2016, and Exhibit 10.1 to WMC's Current Report on Form 8-K, filed with the SEC on August 9, 2023, and are incorporated herein by reference.