On June 22, 2017, Two Harbors Operating Company LLC (Two Harbors
LLC), a wholly owned subsidiary of Two Harbors Investment Corp.
(Two Harbors), entered into a Contribution Agreement among
Granite Point Mortgage Trust Inc. (Granite Point), Granite Point
Operating Company LLC, a subsidiary of Granite Point, and, for
certain limited purposes, Two Harbors, to which Two Harbors LLC
agreed to contribute all of the equity interests in TH Commercial
Holdings LLC to Granite Point and to take certain other actions
in connection with the formation transaction (the Formation
Transaction) contemplated to occur simultaneously with the
closing of the initial public offering of Granite Point common
stock (IPO). The $651 million in equity interests to be
contributed include Two Harbors portfolio of commercial real
estate assets of approximately $1.8 billion, related secured
indebtedness of approximately $1.2 billion and net working
capital of approximately $0.1 billion, subject to a post-closing
adjustment.

In exchange for the contribution, Granite Point will issue to Two
Harbors LLC approximately 33.1 million shares of common stock of
Granite Point, which will represent approximately 76.5% of the
outstanding stock of Granite Point after the IPO. The shares
received by Two Harbors LLC will be subject to a 120 day lock-up
period following the closing of the IPO, after which Two Harbors
anticipates that it will distribute the shares to Two Harbors
stockholders by means of a special pro rata dividend, subject to
the discretion and approval of its Board of Directors and in
compliance with applicable securities laws. In connection with
the Granite Point IPO, Two Harbors also agreed, subject to
certain conditions, to purchase up to $20 million of Granite
Point common stock in the open market at designated prices to a
share purchase program that will extend for a period commencing
four full calendar weeks after the IPO and ending on the earlier
of the date on which all the capital committed to the plan has
been exhausted or the date preceding the ex-dividend date
associated with Two Harbors declaration of the pro rata
distribution of Granite Points common stock to Two Harbors
stockholders, but no later than December 31, 2017. Two Harbors
does not intend to distribute any shares it acquires through the
share purchase program to stockholders as part of the special
dividend.

In connection with the closing of the Contribution Agreement, the
Management Agreement dated as of October 28, 2009 among Two
Harbors, Two Harbors LLC and PRCM Advisers LLC is expected to be
amended to revise the definition of Stockholders Equity to
exclude from such amount the consolidated stockholders equity of
Granite Point and its subsidiaries as well as the outstanding
principal balance of the promissory note to be received by Two
Harbors upon sale of Granite Point preferred shares.

The foregoing description of the Contribution Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Contribution Agreement, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

(d) Exhibits.