CreXus Investment Corp. Sample Contracts

CREXUS INVESTMENT CORP. 50,000,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT March 28, 2011
Underwriting Agreement • April 1st, 2011 • CreXus Investment Corp. • Real estate investment trusts • New York

Credit Suisse Securities (USA) LLC Barclays Capital Inc. Merrill, Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. As Representatives of the several Underwriters

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 1st, 2011 • CreXus Investment Corp. • Real estate investment trusts • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of April 1, 2011, is between CreXus Investment Corp., a Maryland corporation (the “Company”), and Annaly Capital Management, Inc., a Maryland corporation (the “Purchaser”).

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MANAGEMENT AGREEMENT
Management Agreement • August 31st, 2009 • CreXus Investment Corp. • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT is made as of August 31, 2009 by and among FIXED INCOME DISCOUNT ADVISORY COMPANY, a Delaware corporation (together with its permitted assignees, the “Manager”), CREXUS INVESTMENT CORP., a Maryland corporation (the “Company”), and each Subsidiary (as defined below) of the Company that becomes a party to the Agreement (as defined below) pursuant to Section 29, and shall become effective and binding on the Manager and the Company as of the date of the pricing of the Company’s initial public offering.

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AGREEMENT AND PLAN OF MERGER DATED JANUARY 30, 2013 AMONG CREXUS INVESTMENT CORP. ANNALY CAPITAL MANAGEMENT, INC. AND CXS ACQUISITION CORPORATION
Agreement and Plan of Merger • January 31st, 2013 • CreXus Investment Corp. • Real estate investment trusts • Maryland

This AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of January 30, 2013, among CreXus Investment Corp. (the “Company”), a Maryland corporation, Annaly Capital Management, Inc. ("Parent"), a Maryland corporation, and CXS Acquisition Corporation (“Acquisition”), a Maryland corporation.

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MORTGAGE ORIGINATION AND SERVICING AGREEMENT
Mortgage Origination and Servicing Agreement • September 15th, 2009 • CreXus Investment Corp. • Real estate investment trusts • New York

This Mortgage Origination and Servicing Agreement (“MOSA” or this “Agreement”) is made as of August 28, 2009, by CreXus Investment Corp., a Maryland corporation (“Lender”), and Principal Real Estate Investors, LLC, a limited liability company organized pursuant to the laws of the State of Delaware (“Principal”). The parties agree as follows:

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Contract
Stock Purchase Agreement • November 6th, 2009 • CreXus Investment Corp. • Real estate investment trusts • New York
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Form of Stock Option Agreement STOCK OPTION AGREEMENT
Form of Stock Option Agreement • August 31st, 2009 • CreXus Investment Corp. • Real estate investment trusts • New York

THIS AGREEMENT (the “Agreement”), is made effective as of the [ ] day of [ ], 200[ ] (hereinafter called the “Date of Grant”), between CreXus Investment Corp., a Maryland corporation (hereinafter called the “Company”), and [ ] (hereinafter called the “Participant”):

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AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
Management Agreement • January 31st, 2013 • CreXus Investment Corp. • Real estate investment trusts

THIS AMENDMENT NO. 2 dated as of January 30, 2013 (this “Amendment”) to the MANAGEMENT AGREEMENT dated as of August 31, 2009 (as amended by Amendment No. 1, dated as of September 16, 2009, the “Agreement”) is made and entered into by and between CREXUS INVESTMENT CORP., a Maryland corporation (the “Company”), and FIXED INCOME DISCOUNT ADVISORY COMPANY, a Delaware corporation (together with its permitted assignees, the “Manager”).

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ASSET PURCHASE AND SALE AGREEMENT by and among BARCLAYS CAPITAL REAL ESTATE INC. and BARCLAYS CAPITAL REAL ESTATE FINANCE INC. (as Sellers) and CREXUS S HOLDINGS LLC and CREXUS S HOLDINGS (GRAND CAYMAN) LLC (as Purchasers) Dated as of March 18, 2011
Asset Purchase and Sale Agreement • March 21st, 2011 • CreXus Investment Corp. • Real estate investment trusts • New York

THIS ASSET PURCHASE AND SALE AGREEMENT made as of the 18th day of March, 2011, by and between BARCLAYS CAPITAL REAL ESTATE INC., a corporation organized under the laws of the State of Delaware, and BARCLAYS CAPITAL REAL ESTATE FINANCE INC., a corporation organized under the laws of the State of Delaware (each, a “Seller” and, collectively, “Sellers”), each having an address at 745 Seventh Avenue, New York, NY 10019, collectively, and jointly and severally, as sellers, CREXUS S HOLDINGS LLC, a Delaware limited liability company, and CREXUS S HOLDINGS (GRAND CAYMAN) LLC, a Delaware limited liability company (each, a “Purchaser” and, collectively, “Purchasers”), each having an address at 1211 Avenue of the Americas, Suite 2902, New York, NY 10036, collectively, and jointly and severally, as purchasers.

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Form of Restricted Stock Award Agreement RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 31st, 2009 • CreXus Investment Corp. • Real estate investment trusts • New York

THIS AGREEMENT (the “Agreement”) is made as of the [ ] day of [ ], [ ] (the “Date of Grant”), between CreXus Investment Corp., a Maryland corporation (hereinafter called the “Company”), and [ ] (hereinafter called the “Participant”).

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AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
Management Agreement • September 16th, 2009 • CreXus Investment Corp. • Real estate investment trusts

THIS AMENDMENT NO. 1 dated as of September 16, 2009 (the “Amendment”) to the MANAGEMENT AGREEMENT dated as of August 31, 2009 (the “Agreement”) is made and entered into by and between CREXUS INVESTMENT CORP., a Maryland corporation (the “Company”), and FIXED INCOME DISCOUNT ADVISORY COMPANY, a Delaware corporation (together with its permitted assignees, the “Manager”).

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