EX-FILING FEES

Calculation of Filing Fee Tables

Form 424B5
(Form Type)

Redwood Trust, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security
Class
Title

Fee
Calculation
or Carry
Forward Rule

Amount
Registered

Proposed
Maximum
Offering Price
Per Security

Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration Fee

Carry
Forward
Form Type

Carry
Forward
File Number

Carry
Forward
Initial
effective date

Filing Fee
Previously Paid
In Connection
with Unsold
Securities
to be Carried
Forward

Newly Registered Securities

Fees to Be Paid

Equity

10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock

457(r)

2,990,000

$25.00

$74,750,000.00

0.0001102

$8,237.45

N/A

Equity

Common Stock, $0.01 par value per share

457(i)

20,879,888 (1)

Fees Previously Paid

N/A

Carry Forward Securities

Carry Forward Securities

N/A

Total Offering Amounts

$74,750,000.00

$8,237.45

Total Fees Previously Paid

N/A

Total Fee Offsets

$8,237.45

Net Fee Due

$0.00

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims		N/A	N/A	N/A		N/A
Fee Offset Sources	N/A	N/A	N/A		N/A						N/A
Rule 457(p)
Fee Offset Claims	Redwood Trust, Inc.	S-3ASR	333-263301	March 4, 2022		$8,237.45 (2)	(2)	(2)	(2)	(2)
Fee Offset Sources	Redwood Trust, Inc.	S-3ASR	333-263301		March 4, 2022						$644,332 (2)

	(1)	Represents the maximum number of shares of common stock that could be issuable upon conversion of the 10.00% Series A Fixed-Rate Reset Cumulative Redeemable Preferred Stock based on the exchange cap, as described in the prospectus supplement, and assuming the full exercise of the underwriters’ option to purchase additional shares.

	(2)	On March 4, 2022, the Registrant filed a Registration Statement on Form S-3 (Registration No. 333-263301) and, in accordance with Rules 456(b) and 457(r) under the Securities Act, deferred payment of the entire registration fee, except for $658,130 of unused filing fees (the “Unused Filing Fees”) previously paid with respect to unsold securities having an aggregate initial offering price of $4,825,005,547 in connection with the filing of Registration Statement on Form S-3 (Registration No. 333-185882-01), which was initially filed by Sequoia Residential Funding, Inc. and Sequoia Mortgage Funding Corporation on January 4, 2013, and Registration Statement on Form S-3 (Registration No. 333-189370), which was initially filed by Sequoia Residential Funding, Inc. and Sequoia Mortgage Funding Corporation on June 14, 2013. Offerings under these prior registration statements were completed and the registration statements expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form SF-3 (Registration No. 333-211339), which was initially filed by Sequoia Residential Funding, Inc. on May 13, 2016. No offerings under this prior registration statement were completed and the registration statement expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form S-3 (Registration No. 333-231338), initially filed by Redwood Trust, Inc. on May 9, 2019 and amended on March 12, 2021. Offerings under this prior registration statement were completed and, pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees will be applied to the fees payable pursuant to Registration Statement on Form S-3 (Registration No. 333-263301) and its related prospectus supplements on a pay-as-you-go basis. On March 4, 2022, the Registrant filed a prospectus supplement and offset filing fees then due by $13,798. As a result, a filing fee offset of $644,332 remains available to offset the current filing fee. The Registrant is offsetting the filing fee due under this prospectus supplement by $8,237.45, with $636,194.55 remaining to be applied to future filings from this fee offset source.