Granite Point Capital

The Company is externally managed and has no employees of its own in respect of its core investment activities. Key personnel are employed by Pine River Capital Management L.P. or its affiliates and provided to the Company under a Management Agreement. Termination of Service definitions and vesting conditions throughout the Equity Incentive Plan must account for the fact that grantees are not direct employees of Granite Point Mortgage Trust, representing a structural key-person risk tied to the continuity of the external management relationship.

“the term 'Company' for purposes of this definition will be interpreted to include the Company, the Subsidiaries, the Manager or any of their respective affiliates, as appropriate.”

Granite Point Mortgage Trust is externally managed by Pine River Capital Management L.P. under a Management Agreement. Employees of Pine River and its affiliate PRCM (Pine River Domestic Management L.P.) are eligible to receive equity grants under the Company's 2017 Equity Incentive Plan, creating a related-party compensation arrangement between the Company and its external manager. The Plan's definition of 'Cause' and 'Participating Companies' explicitly includes the Manager and its affiliates, embedding the external manager relationship throughout the incentive plan governance.

“The parties to this agreement acknowledge that Grantee is not an employee of the Company and, instead, provides services to the Company pursuant to a Management Agreement between the Company and the Manager. Grantee is an Employee of Pine River Capital Management L.P. ('PRCM'), which provides Grantee's services to Manager pursuant to an agreement between PRCM and Manager so that Manager may fulfill its obligations to Company under the Management Agreement.”