As of the Sutherland Asset Management Corporation's effective time, in connection with the consummation of the mergers and as contemplated by the Merger Agreement, Christian Zugel, Michael F. Szymanski, Daniel Mudge and Marran Ogilvie resigned as members of the board of directors of the company, the company Operating Partnership and any subsidiary thereof, and from all committees of the board of directors of the company on which such directors served. As of the Sutherland merger effective time, in connection with the consummation of the Mergers and as contemplated by the Merger Agreement, the number of directors constituting the board of directors of the company was increased from five to six, and Thomas E. Capasse, Jack J. Ross, Frank P. Filipps, Todd M. Sinai and J. Mitchell Reese were each appointed and duly elected to fill the vacancies created by the resignations and the increase in the size of the board, and Thomas E. Capasse was elected as Chairman of the board of directors. As contemplated by the Merger Agreement, David L. Holman remained a member of the board of directors of the Company as the ZAIS Financial designee. The members of the board of directors of the company are Thomas E. Capasse, Jack J. Ross, Frank P. Filipps, Todd M. Sinai, J. Mitchell Reese and David L. Holman. Each of Messrs. Filipps, Sinai, Reese and Holman was determined to be an independent director under the New York Stock Exchange's independence standards. In addition, on October 31, 2016, the Board reconstituted the following: Audit Committee: Frank P. Filipps (Chair and designated as the audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation SK under the Securities Act), Todd M. Sinai and J. Mitchell Reese; Nominating and Corporate Governance Committee: Todd M. Sinai (Chair), Frank P. Filipps and J. Mitchell Reese; Compensation Committee: J. Mitchell Reese (Chair), Frank P. Filipps and Todd M. Sinai.