● Shares TWO HABORS INVESTMENT CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2010 • Two Harbors Investment Corp. • Real estate investment trusts • New York
As an inducement to the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), by and among Two Harbors Investments Corp., a Maryland corporation, and any successor (by merger or otherwise) thereto, (the “Company”), PRCM Advisers LLC, and Credit Suisse Securities (USA) LLC (“Credit Suisse”) as representative of the several underwriters named in Schedule A to the Underwriting Agreement, pursuant to which an offering will be made for the common stock, par value $0.01 per share (the “Securities”) of the Company, the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole
