0000930413-11-002804 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 18th, 2011 • Annaly Capital Management Inc • 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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March 28, 2011 Credit Suisse Securities (USA) LLC
Annaly Capital Management Inc • April 18th, 2011 • Real estate investment trusts

In consideration of the agreement of Credit Suisse Securities (USA) LLC (“Credit Suisse”), as Representative of the Underwriters, to underwrite a proposed public offering (the “Offering”) of Common Stock, par value $0.01 per share (the “Common Stock”), of CreXus Investment Corp., a Maryland corporation (the “Company”), as contemplated by a shelf registration statement on Form S-3 (File No. 333-169943), as amended (the “Registration Statement”), the undersigned hereby agrees that the undersigned will not, for a period of 90 days after the commencement of the Offering, without the prior written consent of Credit Suisse, offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of, directly or indirectly, any shares of capital stock, or any securities convertible into, or exercisable, exchangeable or redeemable for, shares of capital stock.

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