0000930413-09-004546 Sample Contracts

CREXUS INVESTMENT CORP. [ ] Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • August 31st, 2009 • CreXus Investment Corp. • Real estate investment trusts • New York
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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 31st, 2009 • CreXus Investment Corp. • Real estate investment trusts • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of , 2009 is between CreXus Investment Corp., a Maryland corporation (the “Company”), and Annaly Capital Management, Inc., a Maryland corporation (the “Purchaser”).

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.

MORTGAGE ORIGINATION AND SERVICING AGREEMENT
Mortgage Origination and Servicing Agreement • August 31st, 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:

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”):

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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