TWO HARBORS INVESTMENT CORP. Amendment No. 1 to the Equity Distribution Agreement
Exhibit 1.2
Amendment No. 1 to the Equity Distribution Agreement
February 23, 2024
Citizens JMP Securities, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
San Francisco, California 94111
Ladies and Gentlemen:
References is made to the Equity Distribution Agreement, dated November 10, 2022 (the “Agreement”), among Two Harbors Investment Corp., a Maryland corporation (the “Company”), and Citizens JMP Securities, LLC (the “Placement Agent”) with respect to the issuance and sale from time to time through the Placement Agent of up to 11,000,000 shares of the Company’s common stock, par value $0.01 per share, on the terms set forth in the Agreement.
The parties hereto wish to amend the Agreement through this Amendment No. 1 to the Equity Distribution Agreement (this “Amendment”) to make certain changes to the Agreement with effect on and after the date hereof (the “Effective Date”).
SECTION 1. Amendment. The parties hereto agree, from and after the Effective Date, that:
| (a) | The name of the placement agent is amended and restated as follows: |
Citizens JMP Securities, LLC
| (b) | The first sentence of the second paragraph of Section 1 of the Agreement is amended and restated as follows: |
The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-277271), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”).
SECTION 2. No Further Amendment. The Agreement, as amended by this Amendment, is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.
SECTION 3. Governing Law. This Amendment and any claim, counterclaim, controversy or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment, directly or indirectly, shall be governed by and construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Amendment may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
SECTION 5. Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Amendment.
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If the foregoing correctly sets forth the understanding between the Company and the Placement Agent, please so indicate in the space provided below for that purpose, whereupon this Amendment and your acceptance shall constitute a binding agreement among the Company and the Placement Agent.
| Very truly yours, | ||
| TWO HARBORS INVESTMENT CORP. | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Chief Financial Officer | ||
| CONFIRMED AND ACCEPTED, as of the date first above written: | ||
| Citizens JMP Securities, LLC | ||
| By | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ | |
| Authorized Signatory | ||