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mordicai

02/18/18 12:59 PM

#509821 RE: BBANBOB #509575

Bob and Large. Yes no one has picked up on the word "acquisition" between Parent and Wholly Owned sub! What does WMIH have or will have that Wand Merger or the Reinsurance Co or the 1031 delaware corp could acquire from WMIH or vice versa. Why is this word inserted in the merger agreement?

At page 66 of the Merger Agreement WMIH a/k/a "parent" , WMIH CANNOT do a split:

none of Parent and Merger Sub shall, nor shall Parent permit any of its Subsidiaries to:

(a) (i) other than dividends and other distributions by a direct or indirect Subsidiary of Parent to Parent or any direct
or indirect wholly-owned Subsidiary of Parent, declare, set aside or pay any dividends on, or make any other distributions
in respect of, any of its capital stock or other equity securities, (ii) split, recapitalize, subdivide, combine or reclassify any
shares of Parent Common Stock, Parent Preferred Stock, Parent Common Stock or issue or authorize the issuance of any
other securities in respect of, convertible into or in substitution for, outstanding shares of Parent Common Stock, Parent
Preferred Stock or Parent Common Stock, or (iii) purchase, redeem or otherwise acquire or offer to purchase, redeem or
otherwise acquire any Parent Securities or Parent Subsidiary Securities, except, in the case of this clause (iii), for such
purchases, redemptions and other acquisitions solely between Parent and a wholly owned Subsidiary thereof, or between a
wholly owned Subsidiary of Parent and another wholly owned Subsidiary of Parent;

(b) amend its certificate of incorporation, bylaws or other similar organizational documents;