TWO HARBORS INVESTMENT CORP. 30,000,000 Shares Common Stock UNDERWRITING AGREEMENT October 25, 2021 UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 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 Citigroup Global Markets Inc. (“Citigroup” and Credit Suisse Securities (USA) LLC (“CS”) are acting as representatives (the “Representatives”), 30,000,000 shares (the “Firm Securities”) of its common stock, par value $0.01 per share (“Common Stock”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, not more than 4,500,000 additional shares of its Common Stock (the “Additional Securities”), upon the terms and conditions set forth in Section 1 hereof. The Firm Securities and the Additional Securities are hereinafter collectively sometimes referred to as the “Offered Securities.”
