TWO HARBORS INVESTMENT CORP. $250,000,000 6.25% Convertible Senior Notes due 2026 UNDERWRITING AGREEMENT January 27, 2021Underwriting Agreement • February 1st, 2021 • Two Harbors Investment Corp. • Real estate investment trusts • New York
Two Harbors Investment Corp., a Maryland corporation (the “Company”), agrees to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC ("J.P. Morgan") is acting as Representative (the “Representative”), $250,000,000 aggregate principal amount (the “Firm Securities”) of its 6.25% Convertible Senior Notes due 2026, and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than $37,500,000 additional aggregate principal amount (the “Additional Securities”), upon the terms and conditions set forth below, to be issued under the indenture, dated January 19, 2017 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented by a supplemental indenture, dated as of the First Closing Date (defined herein) (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), between the C
