0001193125-13-237826 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 29th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 (the “Effective Time”), by and between Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), and (“Indemnitee”).

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FORM OF STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 29th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York

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

AGREEMENT OF LIMITED PARTNERSHIP OF CHERRY HILL OPERATING PARTNERSHIP, L.P. (a Delaware limited partnership) Dated as of April 25, 2013
Agreement • May 29th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF CHERRY HILL OPERATING PARTNERSHIP, L.P., dated as of April 25, 2013, is entered into by and among CHERRY HILL MORTGAGE INVESTMENT CORPORATION, a Maryland corporation, as the general partner of the Partnership, and the limited partner(s) listed on Exhibit A hereto (each a “Limited Partner”).

MANAGEMENT AGREEMENT
Management Agreement • May 29th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York

This MANAGEMENT AGREEMENT is entered into as of April 22, 2013 (this “Agreement”) by and among Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), each of the Company’s current Subsidiaries (as defined below), and Cherry Hill Mortgage Management, LLC, a Delaware limited liability company (the “Manager”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 29th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York

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

SERVICES AGREEMENT
Services Agreement • May 29th, 2013 • Cherry Hill Mortgage Investment Corp • Real estate investment trusts • New York

SERVICES AGREEMENT, dated as of May 1, 2013, by and between Cherry Hill Mortgage Management LLC, a Delaware limited liability company (the “Manager”), and Freedom Mortgage Corporation, a New Jersey corporation ( “FMC”).

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