WESTERN ASSET MORTGAGE CAPITAL CORPORATION (a Delaware corporation) [--] Shares of Common Stock FORM OF UNDERWRITING AGREEMENT Dated: [--], 2012Underwriting Agreement • September 27th, 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”), 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 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 respect to the grant by the Company to the Underwriters, act
