8,500,000 Shares of Common Stock CYPRESS SHARPRIDGE INVESTMENTS, INC. UNDERWRITING AGREEMENT June [—], 2009Underwriting Agreement • June 2nd, 2009 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • New York
Cypress Sharpridge Investments, Inc., a corporation organized and existing under the laws of Maryland (the “Company”), which is externally managed and advised by Cypress Sharpridge Advisors LLC, a limited liability company organized and existing under the laws of Delaware (the “Manager”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,500,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). At the option of the Underwriters, the Company also proposes to issue and sell to the Underwriters up to an additional 1,275,000 shares of Common Stock (the “Additional Shares” and together with the Firm Shares, the “Shares”). Barclays Capital Inc. is acting as the sole book-running manager (the “Representative”) in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
