REDWOOD TRUST, INC. 23,000,000 Shares of Common Stock Underwriting AgreementRedwood Trust Inc • January 27th, 2009 • Real estate investment trusts • New York
Redwood Trust, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 23,000,000 shares of common stock, par value $ 0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,450,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
AMENDMENT TO THIRD AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • January 27th, 2009 • Redwood Trust Inc • Real estate investment trusts
This AMENDMENT TO THIRD AMENDED AND RESTATED VOTING AGREEMENT (this “Amendment”) is made as of January 21, 2009, by and among WALLACE R. WEITZ & COMPANY, a Nebraska corporation (“Weitz Co.”), and WALLACE R. WEITZ, individually (collectively with Weitz Co., the “Weitz Advisors”), REDWOOD TRUST, INC., a Maryland corporation (“Redwood”), and George E. Bull, III (“Bull”).
