Impac Mortgage Holdings - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• The Debtors entered into a Restructuring Support Agreement (the "RSA"), dated April 22, 2026, by and among:
  • The Debtors
  • Hildene re SPC, Ltd., acting for and on behalf of the account of SP 1, together with any of its successors or assigns, or any designee thereof ("Hildene"), in its capacity as Plan Sponsor
  • Hildene, in its capacity as DIP Lender
  • Taberna Preferred Funding 1 LTD and Taberna Preferred Funding 2 LTD, as beneficial holders of the Debtors' Junior Subordinated Notes due March 30, 2034 (the "Subordinated Notes"), together with HCMC III, LLC, in its capacity as collateral manager for each of the foregoing (collectively, the "Consenting Subordinated Noteholders")
• The Debtors seek to consummate the restructuring transactions described in the Plan on the Effective Date.

DIP Financing

• Hildene, in its capacity as DIP Lender, will provide a DIP Facility pursuant to the DIP Loan Agreement and related DIP Facility Documents, authorized by the Interim DIP Order and, thereafter, the Final DIP Order.
  • A portion of the DIP Obligations will be utilized to refinance the Bridge Note in full (the "Rolled Bridge Note Obligations").
    • The "Bridge Note" refers to that certain Secured Promissory Note, dated January 26, 2026, issued by Impac Mortgage Holdings, Inc., Integrated Real Estate Service Corp., Impac Commercial Capital Corporation, Impac Funding Corporation, Impac Mortgage Corp., Impac Warehouse Lending, Inc., Impac Warehouse Lending Group, Inc., Synergy Capital Mortgage Corp., Copperfield Capital Corporation, and Copperfield Financial, LLC to Hildene as successor-by-assignment to Trinity Park Investments, LLC.
  • The proceeds of the Exit Loan Facility shall be used to refinance the DIP Claims on account of, in full and complete discharge of, and in exchange for, such DIP Claims.

Exit Loan Facility

• The DIP Lender shall provide the Exit Loan Facility to the Reorganized Debtors on and after the Effective Date pursuant to the Exit Loan Agreement, structured as a multi-draw term loan facility in a principal amount up to the Exit Loan Amount (which equals the DIP Obligations plus the Exit Loan New Money Amount of $5,000,000), with the following terms:
  • Interest at SOFR plus 4% per annum, plus an additional 3% in the event of default
  • A facility fee of 1% of the Exit Loan New Money Amount, deducted from the initial proceeds of the Exit Loan Facility
  • Secured by a first priority security interest in and liens on all assets of the Reorganized Debtors
  • Maturing thirty-six (36) months after the Effective Date
  • Treated as Paid-in-Kind (PIK), unless quarterly interest payments are made at the option of the Reorganized Debtors
  • Customary approval and other rights and covenants for the benefit of the DIP Lender
• Proceeds of the Exit Loan Facility will be used, among other purposes, to fund:
  • The GUC Consideration
  • All transactions necessary to implement the Plan, including (a) payment of all Allowed Claims to be satisfied in cash under the Plan (other than General Unsecured Claims), and (b) payment of amounts owed under the Key Executive Employment Agreements and Contractual Incentive Payments
  • Working capital needs of the Reorganized Debtors

Treatment of Senior Indebtedness Claims

• "Senior Indebtedness" refers to the obligations owed by the Debtors to the Plan Sponsor pursuant to the Senior Loan Documents, including that certain Loan Agreement dated as of May 6, 2024, by and among Impac, as borrower, the Subsidiary Guarantors and the Plan Sponsor, as lender.
• Each Holder of an Allowed Senior Indebtedness Claim shall receive, on or as soon as reasonably practicable after the Effective Date, in full and complete satisfaction, release and discharge of, and in exchange for such Claim, its pro rata share of the Plan Sponsor Common Stock.
  • The Plan Sponsor Common Stock represents 100% of the total issued and outstanding New Common Stock to be issued on the Effective Date to the Plan Sponsor.
  • On the Effective Date, all issued and outstanding securities in the Debtors (other than the Interests in Debtor Subsidiaries), and all rights to receive any securities in the Debtors, shall be cancelled, and all classes of stock in Impac shall be eliminated with the exception of the New Common Stock.
• The Senior Indebtedness Claims are Impaired and Holders are entitled to vote to accept or reject the Plan.

Treatment of Subordinated Notes Claims

• Each Holder of a Subordinated Notes Claim shall receive, on or as soon as reasonably practicable after the Effective Date, in full and complete satisfaction, release and discharge of, and in exchange for such Allowed Claim, its pro rata share in the Contingent Payment Certificate.
• The Contingent Payment Certificate shall:
  • Mature one-hundred twenty (120) days following the end of the third taxable year following the Effective Date (including the taxable year in which the Effective Date occurs)
  • Constitute an unsecured obligation of Impac
  • Be in an amount payable equal to 10% of the consolidated positive earnings of Impac and its subsidiaries for the three taxable years of Impac following the Effective Date, provided that such amount shall not exceed $5 million or be less than $250,000
    • The amount shall be reduced dollar-for-dollar by any cash tax liability of Impac and its subsidiaries during and relating to the three taxable year period after the Effective Date.
  • Provide that Holders shall report the value of the Contingent Payment Certificate as $250,000 as of the date of issuance and shall not take any position inconsistent with that valuation for any financial reporting or tax purposes, unless required to do so by applicable regulatory or administrative authorities
  • Be treated as a contingent payment right to the Holders of the Subordinated Notes Claims and not as an equity interest in Impac
• The Subordinated Notes Claims are Impaired and Holders are entitled to vote to accept or reject the Plan.

Treatment of General Unsecured Claims

• Each Holder of an Allowed General Unsecured Claim shall receive, in full and complete satisfaction, release and discharge of, and in exchange for its Allowed General Unsecured Claim, a Pro Rata share of the GUC Consideration after payment in full of all GUC Expenses.
  • The GUC Consideration consists of $300,000 cash to be deposited into the GUC Distribution Escrow Account by the Reorganized Debtors for the purpose of making distributions on account of allowed General Unsecured Claims and paying the GUC Expenses.
• General Unsecured Claims are Impaired, and the Holders of Allowed General Unsecured Claims are conclusively presumed to reject the Plan, and the votes of such Holders will not be solicited.

Treatment of Enterprise Claims

• The Enterprise Obligations will be Reinstated under the Plan, subject to a consensual extension of the maturity date on the Enterprise Obligations to April 30, 2029.
• Enterprise Claims are Unimpaired, and the Holders of such Claims are conclusively presumed to have accepted the Plan and are not entitled to vote.

Treatment of Interests

• All Interests in Impac will be cancelled, released, and extinguished, and will be of no further force or effect, and the Holders of Interests in Impac will receive no distribution on account of such Interests.
• On the Effective Date, Interests in the Debtor Subsidiaries shall be Reinstated without any distribution.
• Except for all Interests in the Debtor Subsidiaries, on the Effective Date, the Subordinated Notes and all Interests in Impac shall be deemed cancelled and shall be of no further force and effect, whether surrendered for cancellation or otherwise.

Corporate Governance

• The boards of directors of the Reorganized Debtors shall consist of three (3) directors, all of whom shall be nominated by the Plan Sponsor and shall serve three (3) year terms.
  • The identities of the initial board of directors of the Reorganized Debtors shall be set forth in the Plan Supplement.
  • Such initial board members shall also serve as the board of directors for each of the other corporate Reorganized Debtors.
  • After the initial term of a Reorganized Impac director expires, each director shall be elected in accordance with the terms of the Amended Certificate and Bylaws.
• CFLLC shall continue to be member managed in accordance with its applicable operating agreement and other governing documents, as may be amended. Reorganized Impac shall serve as manager of CFLLC and any Reorganized Debtor that is a limited liability company.
• On the Effective Date, and consistent with its Amended Certificate and Bylaws, the Debtors other than CFLLC and CCC (which currently are organized in Delaware) shall be redomiciled as Delaware corporations.
• As of the Effective Date, Reorganized Impac shall take such steps to cease to be publicly traded and, to the extent applicable, shall be delisted from any public exchange and no longer be subject to any over-the-counter (OTC) marketplace reporting requirements.

Management Incentive Plan

• On the Effective Date or as soon as reasonably practicable thereafter, without further order of the Court or approval by the Board of Directors or stockholders of Reorganized Impac, Reorganized Impac shall be deemed to adopt the Management Incentive Plan.
  • The Management Incentive Plan shall be in the form of a stock appreciation rights plan to be filed with the Plan Supplement and approved by the Court pursuant to the Confirmation Order.
  • All awards issued under the Management Incentive Plan will be dilutive of all other equity interests in Reorganized Impac issued in connection with the Plan.
  • The Management Incentive Plan contemplates incentive compensation arising from performance following the Effective Date and expressly excludes payments under the Key Executive Employment Agreements and the Contractual Incentive Payments due on the Effective Date.
    • The "Key Executive Employment Agreements" consist of (i) the Amended and Restated Key Executive Employment Agreement, dated October 7, 2025, between Impac Mortgage Holdings, Inc. and George A. Mangiaracina, and (ii) the Amended and Restated Key Executive Employment Agreement, dated October 7, 2025, between Impac Mortgage Holdings, Inc. and Joe Joffrion, both as further amended by First Amendments thereto dated April 21, 2026.
    • The "Contractual Incentive Payments" refer to amounts owed to certain employees, as collectively set forth on Schedule 2 to the Plan.

Secondment Agreement

• On and after the Effective Date, the Reorganized Debtors shall continue to operate and perform under the existing Secondment Agreement, dated as of March 17, 2026, executed between Impac, IMC, and Dagdafi, Inc. d/b/a First Agentic ("Dagdafi"), and the related Technology Rights Agreement between IMC and Dagdafi of even date with such Secondment Agreement (which agreements shall be assumed under the Plan), consistent with their terms.
  • In connection with performance of the Secondment Agreement, the Reorganized Debtors shall exercise their rights to enhance their existing business model and revenue prospects.
  • Under the entitlements of the Technology Rights Agreement, the Debtors shall be entitled to continue to pursue this model even in the event that the Secondment Agreement expires or is terminated.

Releases

• The "Released Parties" consist of the Debtor Released Parties and the Third-Party Released Parties, each of which collectively includes:
  • The Debtors
  • The DIP Lender
  • The Plan Sponsor
  • The Subordinated Noteholders
  • Each Holder of a Claim or Interest that opts in to the Third Party Release to the extent they do not hold a Disputed Claim
  • Professionals
  • Each of the Related Persons of each of the foregoing Entities
• A person or entity shall not be a Released Party if it objects to the Plan's release provisions. With respect to Related Persons, the release will apply only to claims and causes of action of such party that (i) are derivative of the claims held by the Debtors or primary Releasing Party to whom the party is related, or (ii) solely to the extent such party would be obligated to grant a release under applicable non-bankruptcy law if so directed by the Debtors or Releasing Party to whom they are related.
• The "Releasing Parties" include, individually and collectively: (i) each party to the RSA; (ii) each Holder of a Claim or Interest that opts in to the Third Party Release; and (iii) with respect to each of the foregoing, such Entities' or Persons' successors, assigns, transferees, officers, directors, agents, members, financial and other advisors, attorneys, employees, partners, affiliates, and representatives.
• As of the Effective Date, the Debtor Released Parties are forever released by the Debtors and the Estates from all claims, interests, obligations, rights, suits, damages, Causes of Action (including Avoidance Actions), remedies, and liabilities based in whole or in part on any act, omission, transaction, event, or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Estates, the Chapter 11 Cases, the Plan, the RSA, the Confirmation Order, the Disclosure Statement, or related agreements, except for any such act, omission, transaction, event, or other occurrence determined in a Final Order to have constituted actual fraud, gross negligence, or willful misconduct.
• As of the Effective Date, the Third-Party Released Parties are forever released by the Releasing Parties from all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities based in whole or in part on any act, omission, transaction, event, or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Estates, the Chapter 11 Cases, the Plan, the RSA, the Confirmation Order, the Disclosure Statement, or related agreements, except for any such act, omission, transaction, event, or other occurrence determined by a Final Order to have constituted actual fraud, gross negligence, or willful misconduct.
  • The Third Party Release is not deemed to be a release of (i) the Debtors' obligations pursuant to the Plan to Holders of Allowed Claims, or (ii) the rights of such Holders to enforce such obligations.
• A Release Opt-In Election Form will be provided for Holders of Claims to opt in to being a Releasing Party in connection with the Third Party Release.

Exculpation

• The "Exculpated Parties" consist of (a) the Debtors, (b) the Debtors' respective officers, directors, members, and managers who serve currently or served any post-petition period, and (c) Bankruptcy Court-approved Professionals in their respective capacities as such.
• On the Effective Date, to the maximum extent permitted by law, the Exculpated Parties shall be exculpated from any liability to any Person or Entity for any act or omission occurring on or after the Petition Date through and including the Effective Date in connection with, relating to, or arising out of the RSA, the Chapter 11 Cases, the formulation, negotiation, preparation, dissemination, solicitation of acceptances, implementation, confirmation or consummation of the Plan, the Disclosure Statement, any contract, instrument, release, or other agreement or document created, executed, or contemplated in connection with the Chapter 11 Cases, the Plan, the RSA, the Confirmation Order, the Disclosure Statement, related agreements, or the administration of the Plan or the Assets to be distributed under the Plan.
  • The exculpation provisions shall not apply to acts or omissions constituting actual fraud, willful misconduct, or gross negligence by any Exculpated Party, as determined by a Final Order.

Conditions Precedent to the Effective Date

• Conditions to the Effective Date include, among others:
  • The RSA shall be in full force and effect, and no party thereto shall have exercised any termination rights under the RSA
  • No breach or failure to comply with the terms of the DIP Order shall have occurred and be continuing, unless waived in writing by the party having the right to assert such breach or failure
  • The final version of the Plan, Plan Supplement, and any other documents or schedules thereto shall have been filed in form and substance acceptable to the Debtors and the Plan Sponsor, each in its reasonable discretion
  • The board of directors of the Reorganized Debtors shall have been selected and shall have agreed to serve
  • The Debtor has not caused, or as to Insiders, permitted to occur, from and after the Petition Date an "ownership change" as such term is used in section 382 of the Internal Revenue Code
  • The receipt of any required regulatory approvals and material third party consents, including approvals or consents from any Governmental Unit, on terms reasonably satisfactory to the Plan Sponsor
  • The issuance of an opinion by Plan Sponsor tax counsel, Proskauer Rose LLP, that the transactions contemplated by the Plan, individually and in the aggregate, will not result in the application of Section 382(a) of the Code to Impac
  • The procurement of insurance policies deemed necessary or appropriate by the Plan Sponsor for the Reorganized Debtors, including general liability, D&O, E&O, and key man insurance policies; provided that the Plan Sponsor shall work diligently to procure such policies prior to the Confirmation Date so as to avoid any delay in the occurrence of the Effective Date
  • Establishment and funding of the Administrative and Priority Claims Reserve and Professional Fee Escrow Account as provided for in the Plan
• The Debtors, with the consent of the Plan Sponsor, shall have the right to waive one or more of the conditions precedent at any time without leave of or notice to the Bankruptcy Court and without formal action other than proceeding with confirmation of the Plan.