INDEMNIFICATION AGREEMENTIndemnification Agreement • November 19th, 2009 • Two Harbors Investment Corp. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the __ day of ________, 2009, by and between Two Harbors Investment Corp., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
50,000,000 Shares TWO HARBORS INVESTMENT CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2013 • Two Harbors Investment Corp. • Real estate investment trusts • New York
Two Harbors Investment Corp. 31,302,700 Shares of Common Stock AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT Dated: August 13, 2021Equity Distribution Agreement • August 13th, 2021 • Two Harbors Investment Corp. • Real estate investment trusts • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2019 • Two Harbors Investment Corp. • Real estate investment trusts • New York
Two Harbors Investment Corp., a Maryland corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC (“Credit Suisse”), J.P. Morgan Securities LLC (“JPMorgan”) and JMP Securities LLC (“JMP”) are acting as Representatives (the “Representatives”), 18,000,000 shares (the “Firm Shares”) of its common stock, par value $0.01 per share (“Common Stock”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, not more than 2,700,000 additional shares of its common stock (the “Additional Shares”), upon the terms and conditions set forth in Section 1 hereof. The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.”
MANAGEMENT AGREEMENTManagement Agreement • March 4th, 2010 • Two Harbors Investment Corp. • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT is made as of October 28, 2009 by and among TWO HARBORS INVESTMENT CORP., a Maryland corporation (the “Company”), TWO HARBORS OPERATING COMPANY LLC, a Delaware limited liability company (the “Operating Company”) and PRCM ADVISERS LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
TWO HARBORS INVESTMENT CORP. 6.25% Convertible Senior Notes due 2022 UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2017 • Two Harbors Investment Corp. • Real estate investment trusts • New York
TWO HARBORS INVESTMENT CORP. 10,000,000 Shares Common Stock UNDERWRITING AGREEMENT February 2, 2023 UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2023 • Two Harbors Investment Corp. • Real estate investment trusts • New York
Two Harbors Investment Corp., a Maryland corporation (the “Company”), agrees to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC (“Goldman Sachs”), J.P. Morgan Securities LLC (“J.P. Morgan”) and Citigroup Global Markets Inc. (“Citigroup”) are acting as representatives (the “Representatives”), 10,000,000 shares (the “Firm Securities”) of its common stock, par value $0.01 per share (“Common Stock”). The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, not more than 1,500,000 additional shares of its Common Stock (the “Additional Securities”), upon the terms and conditions set forth in Section 1 hereof. The Firm Securities and the Additional Securities are hereinafter collectively sometimes referred to as the “Offered Securities.”
CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 4, 2012 BY AND AMONG SILVER BAY REALTY TRUST CORP., a Maryland corporation SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership AND TWO HARBORS OPERATING COMPANY LLC, a Delaware limited...Contribution Agreement • December 6th, 2012 • Two Harbors Investment Corp. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into as of December 4, 2012 (this “Agreement”), by and among Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), Two Harbors Operating Company LLC, a Delaware limited liability company (“Two Harbors LLC”), and for the purposes of ARTICLE IV, ARTICLE V and ARTICLE VI, Two Harbors Investment Corp. (“Two Harbors”). Certain capitalized terms are defined in Section 7.02 of this Agreement.
ContractMaster Repurchase and Securities Contract • August 5th, 2010 • Two Harbors Investment Corp. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of August 4, 2010 (this “Agreement”), is made by and between TWO HARBORS ASSET I, LLC, a Delaware limited liability company (“Seller”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller and Buyer (each also a “Party”) hereby agree as follows:
WARRANT AGREEMENTWarrant Agreement • March 4th, 2010 • Two Harbors Investment Corp. • Real estate investment trusts • New York
Agreement made as of November 8, 2007 between Capitol Acquisition Corp., a Delaware corporation, with offices at 509 7th Street, N.W., Washington, D.C. 20004 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
Two Harbors Investment Corp. 20,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: May 25, 2012Equity Distribution Agreement • May 25th, 2012 • Two Harbors Investment Corp. • Real estate investment trusts • New York
TWO HARBORS investment corp. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 19th, 2021 • Two Harbors Investment Corp. • Real estate investment trusts • Maryland
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into by and between Two Harbors Investment Corp., a Maryland corporation (the “Company”), and _________ (the “Grantee”), as of the _____ day of ______, 20____ (the “Grant Date”).
12,500,000 Shares TWO HARBORS INVESTMENT CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2010 • Two Harbors Investment Corp. • Real estate investment trusts • New York
TWO HARBORS INVESTMENT CORP. SECOND RESTATED 2009 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 15th, 2015 • Two Harbors Investment Corp. • Real estate investment trusts • Maryland
SUB-MANAGEMENT AGREEMENTSub-Management Agreement • March 4th, 2010 • Two Harbors Investment Corp. • Real estate investment trusts • New York
THIS SUB-MANAGEMENT AGREEMENT (this “Agreement”), is entered into as of October 28, 2009, by and among PRCM ADVISERS LLC, a Delaware limited liability company (the “Manager”), CLA FOUNDERS LLC, a Delaware limited liability company (the “Sub-Manager”), and solely with respect to Sections 1, 9, 11(a), 14(a), 15, and 18 through 28, PINE RIVER CAPITAL MANAGEMENT L.P., a Delaware limited partnership (“Pine River Capital”).
THIRD AMENDMENT TO MANAGEMENT AGREEMENT This THIRD AMENDMENT TO MANAGEMENT AGREEMENT is made as of June 28, 2017 (the “Effective Date”) by and among TWO HARBORS INVESTMENT CORP., a Maryland corporation, on behalf of itself and its Subsidiaries (the...Management Agreement • June 28th, 2017 • Two Harbors Investment Corp. • Real estate investment trusts
JOINT FILING AGREEMENTJoint Filing Agreement • December 21st, 2012 • Two Harbors Investment Corp. • Real estate investment trusts
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
SECOND AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • November 7th, 2014 • Two Harbors Investment Corp. • Real estate investment trusts
This SECOND AMENDMENT TO MANAGEMENT AGREEMENT is made as of November 3, 2014 (the “Effective Date”) by and among TWO HARBORS INVESTMENT CORP., a Maryland corporation, on behalf of itself and its Subsidiaries (the “Company”), TWO HARBORS OPERATING COMPANY LLC, a Delaware limited liability company (the “Operating Company”), and PRCM ADVISERS LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
AMENDMENT NUMBER 1 TO GUARANTY AGREEMENTGuaranty Agreement • March 4th, 2011 • Two Harbors Investment Corp. • Real estate investment trusts • New York
THIS AMENDMENT NUMBER 1 TO GUARANTY AGREEMENT, dated as of November 15, 2010 (this “Amendment”) is entered into by TWO HARBORS INVESTMENT CORP., a Delaware limited liability company (“Guarantor”). Capitalized terms used and not otherwise defined herein are used as defined in the Guaranty Agreement (as defined below).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 5th, 2015 • Two Harbors Investment Corp. • Real estate investment trusts • Maryland
SPONSOR’S VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 4th, 2010 • Two Harbors Investment Corp. • Real estate investment trusts • Delaware
AMENDMENT NO. 1 TO AMENDED AND RESTATED FORWARD AAA SECURITIES AGREEMENTForward Aaa Securities Agreement • May 15th, 2012 • Two Harbors Investment Corp. • Real estate investment trusts • New York
This Amendment No. 1 (this “Amendment”), dated as of May 15, 2012, amends that certain Amended and Restated Forward AAA Securities Agreement, dated as of December 28, 2011 (the “Agreement”), between TH TRS Corp, as seller (the “Seller”) and Barclays Bank PLC, as initial purchaser (the “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Agreement.
● 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
TWO HARBORS investment corp. Performance Share UNIT AGREEMENTPerformance Share Unit Agreement • May 19th, 2021 • Two Harbors Investment Corp. • Real estate investment trusts • Maryland
This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into by and between Two Harbors Investment Corp., a Maryland corporation (the “Company”), and _________ (the “Grantee”), as of the _____ day of ______, 20____ (the “Grant Date”).
SECOND AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • December 13th, 2010 • Two Harbors Investment Corp. • Real estate investment trusts • New York
This Second Amendment (this “Amendment”), executed and effective as of December 13, 2010, by and between Two Harbors Investment Corp., a Maryland corporation (“Two Harbors” or the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company (“Mellon”), hereby amends the Warrant Agreement, dated as of November 8 2007, by and between Capitol Acquisition Corp., a Delaware corporation (“Capitol Acquisition”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), as amended by the Supplement and Amendment to Warrant Agreement, dated as of October 28, 2009, by and among Capitol Acquisition, Two Harbors and Continental (collectively, the “Warrant Agreement”).
AGREEMENT REGARDING WAIVER OF OWNERSHIP LIMIT Two Harbors Investment Corp. Minnetonka, MN 55305Two Harbors Investment Corp. • October 30th, 2009 • Real estate investment trusts
Two Harbors Investment Corp. (the “Company”) has received your letter, dated as of the date hereof (the “Representation Letter”), requesting that the Company grant to Integrated Holding Group LP, a Delaware limited partnership (“Delaware LP” and together with Integrated Core Strategies (US) LLC, a Delaware limited liability company that is wholly-owned by Delaware LP (“LLC”), (the “Holder”), an exception to the Common Stock Ownership Limit, as such term is defined in the Articles of Amendment and Restatement (the “Charter”) of the Company, such that the Holder may acquire 632,974 shares of the Common Stock and Warrants exercisable into 5,146,600 shares of Common Stock (the “Millennium Shares”) of the Company (the “Millennium Shares Exception”). Terms used but not otherwise defined herein have the meanings ascribed to them in the Charter.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG TWO HARBORS INVESTMENT CORP., CAPITOL ACQUISITION CORP. AND CERTAIN PERSONS LISTED ON SCHEDULE 1 HERETO dated as of October 28, 2009Registration Rights Agreement • October 30th, 2009 • Two Harbors Investment Corp. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2009, is made and entered into by and among Two Harbors Investment Corp., a Maryland corporation (the “Company”), Capitol Acquisition Corp., a Delaware corporation (“Capitol”), and certain persons listed on Schedule 1 hereto (such persons, in their capacity as holders of Registrable Securities (as defined below), the “Holders” and each a “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1 hereto.
CAPITOL ACQUISITION CORP. October 28, 2009Underwriting Agreement • October 30th, 2009 • Two Harbors Investment Corp. • Real estate investment trusts
CONTRIBUTION AGREEMENT DATED AS OF JUNE 22, 2017 BY AND AMONG GRANITE POINT MORTGAGE TRUST INC., a Maryland corporation GRANITE POINT OPERATING COMPANY LLC, a Delaware limited liability company, TWO HARBORS OPERATING COMPANY LLC, a Delaware limited...Contribution Agreement • June 23rd, 2017 • Two Harbors Investment Corp. • Real estate investment trusts • Delaware
AMENDMENT NUMBER 2 TO MASTER REPURCHASE AND SECURITIES CONTRACTMaster Repurchase and Securities Contract • July 29th, 2011 • Two Harbors Investment Corp. • Real estate investment trusts • New York
THIS AMENDMENT NUMBER 2 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of July 26, 2011 (this “Amendment”) is entered into by and between TWO HARBORS ASSET I, LLC, a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, N.A., a national banking association (“Buyer”). Capitalized terms used and not otherwise defined herein are used as defined in the Repurchase Agreement (as defined below).
TWO HARBORS INVESTMENT CORP. PHANTOM SHARE AWARD AGREEMENTPhantom Share Award Agreement • October 9th, 2009 • Two Harbors Investment Corp. • Real estate investment trusts • Maryland
AGREEMENT by and between Two Harbors Investment Corp., a Maryland corporation (the “Company”), and (the “Grantee”), dated as of the day of , 20 (the “Effective Date”).
TH TRS CORP. Residential Mortgage-Backed Securities AMENDED AND RESTATED FORWARD AAA SECURITIES AGREEMENT December 28, 2011Forward Aaa Securities Agreement • December 28th, 2011 • Two Harbors Investment Corp. • Real estate investment trusts • New York
AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • May 15th, 2012 • Two Harbors Investment Corp. • Real estate investment trusts • New York
This Amendment No. 2 (this “Amendment”), dated as of May 15, 2012, amends that certain Master Repurchase Agreement, dated as of May 17, 2011 (the “Agreement”), among TH TRS Corp, as seller (the “Seller”), Two Harbors Investment Corp. as guarantor (the “Guarantor”), and Barclays Bank PLC, as purchaser and agent (the “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Agreement.
February 3, 2012Two Harbors Investment Corp. • February 28th, 2012 • Real estate investment trusts
Reference is made to that certain Acquisition Services Agreement dated as of the date hereof (the “Acquisition Agreement”) by and between Silver Bay Property Management LLC, a Delaware limited liability company (“Manager”), and Two Harbors Property Investment LLC, a Delaware limited liability company (“Master Servicer”), and that certain Property Management Agreement dated as of the date hereof (the “Management Agreement”) by and between Manager and Master Servicer. The Acquisition Agreement and the Management Agreement are sometimes collectively referred to herein as the “Agreements.” Capitalized terms used but not defined herein shall have the meanings set forth in the applicable Agreement identified by the section titles of this Agreement.
TWO HARBORS INVESTMENT CORP. $250,000,000 6.25% Convertible Senior Notes due 2026 UNDERWRITING AGREEMENT January 27, 2021Underwriting Agreement • February 1st, 2021 • Two Harbors Investment Corp. • Real estate investment trusts • New York
Two Harbors Investment Corp., a Maryland corporation (the “Company”), agrees to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC ("J.P. Morgan") is acting as Representative (the “Representative”), $250,000,000 aggregate principal amount (the “Firm Securities”) of its 6.25% Convertible Senior Notes due 2026, and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than $37,500,000 additional aggregate principal amount (the “Additional Securities”), upon the terms and conditions set forth below, to be issued under the indenture, dated January 19, 2017 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented by a supplemental indenture, dated as of the First Closing Date (defined herein) (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), between the C
