0001193125-13-397457 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 11th, 2013 • Middleman Stanley C. • Real estate investment trusts • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of October 3, 2013, by and among Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Issuer”), and Stanley C. Middleman (the “Purchaser”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 11th, 2013 • Middleman Stanley C. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of October 9, 2013, is entered into by and between Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), and Stanley C. Middleman (“Investor”).

LTIP UNIT VESTING AGREEMENT (Cherry Hill Mortgage Investment Corporation 2013 Equity Incentive Plan )
Ltip Unit Vesting Agreement • October 11th, 2013 • Middleman Stanley C. • Real estate investment trusts • Delaware

This LTIP Unit Vesting Agreement (this “Agreement”), dated as of October 9, 2013 (the “Grant Date”), is made by and among Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), Cherry Hill Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), and Stanley C. Middleman (the “Participant”). On the Grant Date the Participant was granted an Other Equity-Based Award under the Company’s 2013 Equity Incentive Plan (the “Plan”) covering the LTIP Units issued by the Partnership as described in Section 1. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan, attached hereto as Exhibit A, and the Agreement of Limited Partnership of the Partnership, as amended from time to time (the “Partnership Agreement”), attached hereto as Exhibit B.

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