0000950123-09-026553 Sample Contracts

Sutherland Asset Management Corporation [ ] Shares Common Stock ($0.01 par value per Share) Underwriting Agreement
Underwriting Agreement • July 29th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York

I, Dominic Bruno, do hereby certify that I am the Executive Vice President of Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and, on behalf of the Company and in my capacity as Executive Vice President of the Company, do hereby certify pursuant to Section 8(g) of that certain Underwriting Agreement dated July [ ], 2009 (the “Underwriting Agreement”) among the Sutherland Parties (as defined therein) and UBS Securities LLC and Keefe, Bruyette & Woods, Inc., on behalf of the several Underwriters named therein, that as of July [ ], 2009:

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MANAGEMENT AGREEMENT
Management Agreement • July 29th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT is made as of , 2009 by and among SUTHERLAND ASSET MANAGEMENT CORPORATION , a Maryland corporation (the “Company”), SUTHERLAND ASSET I, LLC, a Delaware limited liability company (“Asset I”), SUTHERLAND ASSET II, LLC, a Delaware limited liability company (“Asset II”) and WATERFALL ASSET MANAGEMENT, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).

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FORM OF REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN SUTHERLAND ASSET MANAGEMENT CORPORATION AND CERTAIN PERSONS LISTED ON SCHEDULE 1 HERETO dated as of
Registration Rights Agreement • July 29th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York
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SUTHERLAND ASSET MANAGEMENT CORPORATION CONTINGENT SHARE PRIVATE PLACEMENT AGREEMENT
Contingent Share Private Placement Agreement • July 29th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of [ ], 2009, by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and Waterfall Asset Management, LLC (the “Purchaser”).

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