31,486,146 Shares NEW RESIDENTIAL INVESTMENT CORP. (a Delaware corporation) Common Stock $0.01 par value UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2015 • New Residential Investment Corp. • Real estate investment trusts • New York
New Residential Investment Corp., a Delaware corporation (the “Company”), and, Fortress Operating Entity I, L.P. (the “Fortress Selling Stockholder”) and each of the Selling Stockholders listed on Schedule A hereto (each an “Individual Selling Stockholder” and, together with the Fortress Selling Stockholder, the “Selling Stockholders”), confirm their respective agreements with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and each of the other Underwriters named in Schedule B hereto (collectively, the “Underwriters,” which term shall include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (in such capacity, the “Representatives”), with respect to (A) (i) the issue and sale by the Company, and the purchase by the Underwriters, acting severally an
