WESTERN ASSET MORTGAGE CAPITAL CORPORATION (a Delaware corporation) [ ] Shares of Common Stock FORM OF UNDERWRITING AGREEMENT Dated: May [ ], 2012Underwriting Agreement • May 8th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and Western Asset Management Company, a California corporation (the “Manager”), each confirms its agreement with Deutsche Bank Securities Inc. (“Deutsche Bank”), J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Deutsche Bank, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in said Schedule A, representing [ ] shares of Common Stock in the aggregate, and with respe
WESTERN ASSET MORTGAGE CAPITAL CORPORATION SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”) made as of this 27th day of April 2012, by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee for the Grantor Trust Agreement for Western Asset Management Company Employee Deferred Incentive Plan (the “Purchaser”).
