Purchase Agreement

As previously reported, Walker & Dunlop, Inc. (the "Company") entered into a Purchase Agreement, dated as of June 7, 2012 (the "Purchase Agreement"), by and among the Company, its indirect wholly owned operating subsidiary, Walker & Dunlop, LLC (the "Purchaser"), CWCapital LLC ("CWCapital") and CW Financial Services LLC ("CW Financial"). As also previously reported, pursuant to the Purchase Agreement, the Purchaser agreed to acquire all of CW Financial's interests in CWCapital, for approximately $220 million (comprising a cash payment to CW Financial from the Purchaser of $80 million, and the balance consisting of the Company's issuance in a private placement to CW Financial of approximately 11.6 million shares of common stock), net of certain expenses and adjustments (the "Acquisition"). The Acquisition occurred on September 4, 2012 (the "Closing Date"). For additional information about the Purchase Agreement and the Acquisition, please see the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission ("SEC") on July 26, 2012 (the "Proxy Statement"). A copy of the Purchase Agreement was filed previously as Exhibit 2.1 to the Company's Current Report on Form 8-K/A filed with the SEC on June 15, 2012.

Closing Side Letter

On the Closing Date, the Company entered into a side letter by and among the Company, the Purchaser, CWCapital and CW Financial (the "Closing Side Letter"). The Closing Side Letter amends the Purchase Agreement to, among other things,
(i) deem the closing of the Acquisition to occur and become effective at 11:59
p.m. on August 31, 2012, (ii) terminate coverage for CWCapital employees under the employee benefit plans of CW Financial and its affiliates effective as of the day immediately following August 31, 2012, (iii) provide coverage for CWCapital employees under the Company's employee benefit plans effective as of the day immediately following August 31, 2012, (iv) specify and fix certain adjustments used for the purposes of calculating the Closing Adjustment (as such term is defined in the Purchase Agreement), (v) grant CW Financial rights to appoint observers to the Company's Board of Directors (the "Board") until such time as CW Financial's designated appointees to the Board actually become members of the Board, (vi) require CW Financial to maintain a minimum net worth of $22,000,000 from August 31, 2012 until August 31, 2013 and thereafter to maintain a minimum net worth equal to the amount of any unresolved indemnity claims (not to exceed $20,000,000) until such time as there are no such unresolved indemnity claims against CW Financial and (vii) allocate between the Company and CW Financial the payment of certain fees associated with the Acquisition. The foregoing description of the Closing Side Letter is qualified in its entirety by reference to the full text of the Closing Side Letter, which is filed as Exhibit 10.1 to this report, and is incorporated herein by reference.

Registration Rights Agreement

In connection with the closing of the Acquisition, on the Closing Date the Company entered into a Registration Rights Agreement by and between the Company and CW Financial (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company agreed to file within 30 days a registration statement registering for resale the shares of the Company's common stock (the "Common Stock") issued to CW Financial pursuant to the Purchase Agreement (the "Acquisition Shares") with the SEC. The Company incorporates by reference herein the description of the Registration Rights Agreement that is contained in the Proxy Statement under the heading "Registration Rights Agreement." Such description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 10.2 to this report, and is incorporated herein by reference.

Closing Agreement

On the Closing Date, the Company entered into a Closing Agreement by and among the Company, CW Financial and CWCapital (the "Closing Agreement"). Under the terms of the Closing Agreement, CW Financial and its subsidiaries

will generally be subject to "standstill" provisions for the period during which . . .

On the Closing Date, the Acquisition was closed pursuant to the terms of the Purchase Agreement. Upon closing of the Acquisition, CWCapital became an indirect wholly owned subsidiary of the Company and changed its name from CWCapital LLC to Walker & Dunlop Capital, LLC.

On the Closing Date and in connection with the closing of the Acquisition, the Company, the Purchaser, CW Financial and Walker & Dunlop Capital, LLC entered into agreements to amend the outstanding warehouse lines of Walker & Dunlop Capital, LLC (formerly CWCapital LLC) that existed immediately prior to the Acquisition (collectively, the "Old Warehouse Lines") to (i) freeze the Old Warehouse Lines on the Closing Date by eliminating the ability of Walker & Dunlop Capital, LLC, or any other entity, to request advances under the Old Warehouse Lines, (ii) provide for repayment in full of any outstanding borrowings under the Old Warehouse Lines, each within a period of not more than 75 days after the Closing Date and (iii) substitute CW Financial's guarantees of the Old Warehouse Lines with guarantees by the Company.

Additional information about the Acquisition, including a description of CWCapital, CW Financial and relationships between CW Financial and the Company and any of its officers, directors and/or affiliates, and other information, was filed previously in the Proxy Statement, which was mailed to stockholders of the Company on or about August 1, 2012.

The information included in Item 1.01 under the caption "Financing Transactions" is incorporated by reference into this Item 2.03.

On the Closing Date, in connection with the closing of the Acquisition described in Item 2.01 above and as partial consideration for the Acquisition, the Company issued the Acquisition Shares, comprising 11,647,255 shares of Common Stock, to CW Financial. In issuing the Acquisition Shares, the Company relied on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

On the Closing Date, amendments to the Company's Amended and Restated Bylaws (the "Bylaws") became effective. Pursuant to the Purchase Agreement, Article II, Section 10 of the Bylaws was amended to exempt any acquisitions of the Acquisition Shares from the Maryland Control Share Acquisition Act. Article III was amended by adding Section 16, wherein the Company renounces any interest or expectancy in certain corporate opportunities in which Fortress Investment Group LLC ("Fortress") and certain persons affiliated with Fortress participate or desire or seek to participate.

A copy of the Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference. The description of the terms of the Bylaws in this Item 5.03 is qualified in its entirety by reference to Exhibit 3.2.

(d) Exhibits.

Exhibit
Number                                  Description

     3.2   Amended and Restated Bylaws of Walker & Dunlop, Inc.

    10.1   Closing Side Letter, dated as of September 4, 2012, by and among
           Walker & Dunlop, Inc., CW Financial Services LLC and CWCapital LLC

    10.2   Registration Rights Agreement, dated as of September 4, 2012, by and
           between Walker & Dunlop, Inc. and CW Financial Services LLC

    10.3   Closing Agreement, dated as of September 4, 2012, by and among Walker
           & Dunlop, Inc., CW Financial Services LLC and CWCapital LLC

    10.4   Transfer and Joinder Agreement, dated as of September 4, 2012, by and
           among the Walker & Dunlop, Inc., CW Financial Services LLC and Galaxy
           Acquisition LLC

    10.5   Credit Agreement, dated as of September 4, 2012, by and among Walker &
           Dunlop, Inc., as borrower, Walker & Dunlop Multifamily, Inc., Walker &
           Dunlop, LLC, and Walker & Dunlop Capital, LLC, as guarantors, the
           lenders referred to therein, and Bank of America, N.A., as
           administrative agent and collateral agent for the lenders

    10.6   Warehousing Credit and Security Agreement, dated as of September 4,
           2012, by and among Walker & Dunlop, LLC, as borrower, Bank of America,
           N.A. and the other lenders party thereto from time to time, and Bank
           of America, N.A., as administrative agent for itself and the other
           lenders

    10.7   Fourth Amendment to Warehousing Credit and Security Agreement, dated
           as of September 4, 2012, by and between Walker & Dunlop, LLC, as
           borrower, and PNC Bank, National Association, as lender.