REDWOOD TRUST, INC. Underwriting AgreementUnderwriting Agreement • August 18th, 2017 • Redwood Trust Inc • 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 J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), $225,000,000 principal amount of its 4.75% Convertible Senior Notes due 2023 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $33,750,000 principal amount of its 4.75% Convertible Senior Notes due 2023 (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.01 per share (the “Common Stock”). The Securities will be issued pursuant to an Indenture dated as of March 6, 2013 (the “Base Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the
REDWOOD TRUST, INC. as Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee Second Supplemental Indenture Dated as of August 18, 2017 to Indenture dated as of March 6, 2013 4.75% Convertible Senior Notes due 2023Second Supplemental Indenture • August 18th, 2017 • Redwood Trust Inc • Real estate investment trusts • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 18, 2017 (“Supplemental Indenture”), to the Indenture, dated as of March 6, 2013 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among REDWOOD TRUST, INC., a Maryland corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
