COLONY FINANCIAL, INC. (a Maryland corporation) 7,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2012 • Colony Financial, Inc. • Real estate investment trusts • New York
Colony Financial, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”), with respect to the issue and sale by the Company and the purchase by the Underwriter of 7,000,000 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and with respect to the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 1,050,000 additional shares of Common Stock. The 7,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 1,050,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.”
