0001567619-16-003343 Sample Contracts

TAX BENEFITS PRESERVATION PLAN dated as of December 7, 2016 between NEWCASTLE INVESTMENT CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent
Tax Benefits Preservation Plan • December 8th, 2016 • Newcastle Investment Corp • Real estate investment trusts • New York

TAX BENEFITS PRESERVATION PLAN, dated as of December 7, 2016 (the “Agreement”), between Newcastle Investment Corp., a Maryland corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).

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FORM OF AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT dated as of January 1, 2017 among DRIVE SHACK INC. and FIG LLC
Management and Advisory Agreement • December 8th, 2016 • Newcastle Investment Corp • Real estate investment trusts • New York

THIS AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT, is made as of January 1, 2017 (the “Agreement”) by and among DRIVE SHACK INC (formerly known as Newcastle Investment Corp.), a Maryland corporation (the “Company”), and FIG LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).

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