Article 1.01. The conclusion of an important definitive agreement.

At October 18, 2021, Eagle Point Income Company Inc. (the “Company”) has entered into a subscription agreement (the “Subscription Agreement”) by and between the Company, Eagle Point LLC Revenue Management, Eagle Point Administration LLC and
Ladenburg Thalmann & Co. Inc., as representative of the various underwriters named therein, in connection with the issue and sale of 1,220,000 shares (the “Offer”) of the 5.00% Series A forward preferred shares of the Company maturing in 2026 (the “Series A Forward Preferred Shares”). The Offer closed on
22 October 2021, subject to customary closing conditions. The representative of the Underwriters under the Offer may exercise an option to purchase up to 180,000 additional shares of Series A Forward Preferred Shares within 30 days of
October 18, 2021.

Series A forward preferred shares are expected to be listed on the New York Stock Exchange and trade under the symbol “EICA”.

The placement was made in accordance with a registration statement on form N-2 (333-259029), filed with the Security and Trade Commission (the Commission “). The Company has also filed a registration statement on Form N-2 (333-260341) with the Commission in accordance with Rule 462 (b) of the Securities Act of 1933, as amended, for register additional shares of the Series A forward preferred shares.

As part of the Offer, the 21 October 2021, the Company filed with the Secretary of State for Delaware state a certificate of designation of 5.00% forward preferred shares, Series A maturing in 2026 (the “designation certificate for forward preferred shares, Series A”), designating a total of 1,600,000 forward preferred shares series A.

The foregoing description of the terms of the Underwriting Agreement and the Designation Certificate for the Series A Forward Preferred Shares is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement and the designation certificate for Series A Forward Preferred Shares, copies of which are filed as Exhibits 1.1 and 3.1 of this current report on Form 8-K and incorporated by reference herein.

Article 3.03. Significant change in the rights of security holders.

The information set out in Section 5.03 of this current report on Form 8-K is incorporated herein by reference.

  Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
             year




Series A Term Preferred Stock

At 21 October 2021, the Company filed with the Secretary of State for Delaware state the designation certificate for the Series A Forward Preferred Shares, which designates a total of 1,600,000 as Series A Forward Preferred Shares, with the following terms:

Liquidation preference. In the event of a liquidation, dissolution or winding-up of the affairs of the Company, holders of Series A Forward Preferred Shares will be entitled to receive a liquidation distribution equal to the liquidation preference of. 25 $ per share (the “Liquidation Preference”), plus an amount equal to the accrued but unpaid dividends, if any, on such shares (whether or not they are earned or declared, but excluding interest on such dividends. ) up to, but excluding, the date of payment.

Dividends. The Company intends to pay monthly dividends on the Series A Forward Preferred Shares at a fixed annual rate of 5.00% of the liquidation preference ($ 1.25 per share and per year) (the “dividend rate”). The board of directors of the Company may decide not to pay, or may be prevented from paying, such dividends if it considers that this is not in the best interests of the shareholders of the Company or if the Company fails to do so. not maintain the asset coverage required by the Investment Companies Act 1940, as amended (the “1940 Act”). If the Company does not redeem the Series A Forward Preferred Shares as required on the Mandatory Redemption Date (as defined below) or does not pay any dividends on the date of payment of such dividend, the dividend rate will increase by 2% per annum until the Company redeems the Series A forward preferred shares or pays the dividend, if applicable. The Dividend Rate will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

The cash dividends accrued on each share of the Series A Forward Preferred Shares will be payable monthly, as declared, or as authorized by the Board of Directors of the Company, out of the funds. legally available for such payment. For the first two dividend periods, dividends from the Series A Forward Preferred Shares will be paid on November 30, 2021 and December 31, 2021 to the registered holders of such Series A Forward Preferred Shares, as their names appear in the Company’s books of record at the close of business on
November 10, 2021 and December 13, 2021, respectively.

Mandatory term redemption. The Company is required to redeem all of the outstanding shares of the Series A Forward Preferred Shares on October 30, 2026 (the “Mandatory Redemption Date”) at a redemption price equal to the Liquidation Preference plus an amount equal to any accrued but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on these dividends) at, but excluding the Mandatory Redemption Date.

The Company may not make any modification or repeal its obligation to redeem the Series A Forward Preferred Shares on the Mandatory Redemption Date without the prior unanimous approval of the holders of the Series A Forward Preferred Shares.

Ranking. The Series A Term Preferred Shares will be senior securities constituting share capital. The Series A forward preferred shares will be classified:

    ?   senior to shares of the Company's common stock in priority of payment of
        dividends and as to the distribution of assets upon dissolution,
        liquidation or the winding-up of the Company's affairs;
    ?   equal in priority with all other series of preferred stock the Company may
        issue in the future as to priority of payment of dividends and as to
        distributions of assets upon dissolution, liquidation or the winding-up of
        the Company's affairs; and
    ?   subordinate in right of payment to the holders of the Company's existing
        and future indebtedness (including indebtedness under the Company's credit
        facility with BNP Paribas).

Subject to the asset coverage requirements of the 1940 Act, the Company may issue additional series of preferred shares (or additional shares of the Series A forward preferred shares), but the Company may not issue additional classes. of capital stock ranking higher or lower than the forward preferred shares of Series A as to the priority of payment of dividends or as to the distribution of assets on the dissolution, liquidation or liquidation of the affairs of the company .

Optional redemption. Any time on or after October 31, 2023, the Company may, at its sole option, redeem the outstanding shares of the Series A Forward Preferred Shares in whole or, from time to time, in part, from funds legally available for such redemption, at the preference of liquidation plus an amount equal to the accrued but unpaid dividends, if any, on such shares (whether or not they are earned or declared, but excluding interest on such dividends) up to, but excluding, the date set for this redemption.

Right to vote. Unless otherwise provided in the certificate of incorporation of the Company or as required by law, (1) each holder of Series A Forward Preferred Shares shall be entitled to one vote for each share of Series A Forward Preferred Shares held. on each question put to a vote of the shareholders of the Company and (2) the holders of all the outstanding preferred shares, including the Series A forward preferred shares, and the common shares will vote together as one class; provided that the holders of preferred shares (including the Series A forward preferred shares) voting separately as a class, will be entitled to elect two (2) of the directors of the Company (the “Preferred Directors”) and, if the Company does not pay dividends on all of the outstanding preferred shares, including the Series A forward preferred shares, in an amount equal to two (2) full years of dividends, and until such failure to be corrected, will have the right to elect the majority of the directors of the Company. One of the Preferred Directors will be up for election in 2022, and the other Preferred Director will be up for election in 2023.

Holders of Series A Forward Preferred Shares will also vote separately as a class on any matter that materially and adversely affects any preference, right or power of holders of Series A Forward Preferred Shares.

Transfer agent and paying agent. American Stock Transfer & Trust Company, LLC
will act as transfer agent and registrar and redemption and payment agent in respect of the Series A Preferred Shares.

The foregoing description of the terms relating to the Series A Preferred Shares is not complete and is qualified in its entirety by reference to the full text of the Certificate of Designation for the Series A Forward Preferred Shares, a copy of which is filed as as part 3.1. to this current report on Form 8-K and incorporated by reference herein.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits




EXHIBIT
NUMBER     DESCRIPTION
  1.1        Underwriting Agreement, dated October 18, 2021, by and among the
           Company, Eagle Point Income Management LLC, Eagle Point Administration
           LLC and Ladenburg Thalmann & Co. Inc.
  3.1        Certificate of Designation of 5.00% Series A Term Preferred Stock due
           2026.

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