TWO HARBORS INVESTMENT CORP. 10,000,000 Shares Common Stock UNDERWRITING AGREEMENT February 2, 2023 UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2023 • 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 Goldman Sachs & Co. LLC (“Goldman Sachs”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Citigroup Global Markets Inc. (“Citigroup”) are acting as representatives (the “Representatives”), 10,000,000 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 1,500,000 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.”
