REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2007 • Cypress Sharpridge Investments, Inc. • New York
This Agreement is entered into in connection with the Purchase/Placement Agreement dated as of December 1, 2006 (the “Purchase Agreement”) by and among the Company, FBR and the Manager, which provides for the offering and sale (the “Offering”) of up to 12,000,000 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), in transactions exempt from registration under the Securities Act of 1933, as amended. In order to induce the investors who are purchasing the Common Stock in the Offering to purchase such Common Stock and FBR to enter into the Purchase Agreement, the Company has agreed to provide the registration rights provided for in this Agreement for the benefit of the Holders of Registrable Shares (as such terms are defined below). The execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the Purchase Agreement.
MANAGEMENT AGREEMENTManagement Agreement • April 19th, 2007 • Cypress Sharpridge Investments, Inc. • New York
THIS MANAGEMENT AGREEMENT is made as of February 10, 2006 by and between CYPRESS SHARPRIDGE INVESTMENTS, INC., a Maryland corporation (the “Company”), and CYPRESS SHARPRIDGE ADVISORS LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 19th, 2007 • Cypress Sharpridge Investments, Inc. • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 2006 (hereinafter called the “Date of Grant”), between Cypress Sharpridge Investments, Inc., a Maryland corporation (hereinafter called the “Company”), and [ ] (hereinafter called the “Participant”):
LICENSE AGREEMENTLicense Agreement • April 19th, 2007 • Cypress Sharpridge Investments, Inc. • New York
This TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the 10th day of February, 2006 (“Effective Date”) by and between Sharpridge Capital Management LP, on the one hand, (the “Licensor”) and Cypress Sharpridge Investments, Inc., a corporation organized under the laws of the State of Maryland, on the other (the “Licensee”).
WARRANT AGREEMENT Dated as of February 10, 2006 between CYPRESS SHARPRIDGE INVESTMENTS, INC. and NATIONAL CITY BANK, as Warrant AgentWarrant Agreement • April 19th, 2007 • Cypress Sharpridge Investments, Inc. • New York
WARRANT AGREEMENT dated as of February 10, 2006 (this “Agreement”), between CYPRESS SHARPRIDGE INVESTMENTS, INC., a Maryland corporation (the “Company”), and NATIONAL CITY BANK, as Warrant Agent (the “Warrant Agent”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • April 19th, 2007 • Cypress Sharpridge Investments, Inc. • New York
THIS AGREEMENT (the “Agreement”) is made, effective as of the [ ] day of [ ], 200[ ] (the “Date of Grant”), between Cypress Sharpridge Investments, Inc., a Maryland corporation (hereinafter called the “Company”), and [ ] (hereinafter called the “Participant”).
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • April 19th, 2007 • Cypress Sharpridge Investments, Inc.
This FIRST AMENDMENT to the Management Agreement, dated as of February 10, 2006 (the Management Agreement”), by and between Cypress Sharpridge Investments, Inc., a Maryland corporation (the “Company”) and Cypress Sharpridge Advisors LLC, a Delaware limited liability company (the “Manager”), is made and entered into and effective as of December 8, 2006 (hereinafter referred to as this “First Amendment”). Capitalized terms and references used herein and not otherwise defined below shall have the respective meanings ascribed to them in the Management Agreement.
