9,500,000 Shares of Common Stock CYPRESS SHARPRIDGE INVESTMENTS, INC. UNDERWRITING AGREEMENT June 24, 2010Underwriting Agreement • June 25th, 2010 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • New York
Cypress Sharpridge Investments, Inc., a corporation organized and existing under the laws of Maryland (the “Company”), which is externally managed and advised by Cypress Sharpridge Advisors LLC, a limited liability company organized and existing under the laws of Delaware (the “Manager”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,500,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). At the option of the Underwriters, the Company also proposes to issue and sell to the Underwriters up to an additional 1,425,000 shares of Common Stock (the “Additional Shares” and together with the Firm Shares, the “Shares”). Barclays Capital Inc. is acting as the sole book-running manager in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
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.
CYS Investments, Inc. 20,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: August 4, 2017Equity Distribution Agreement • August 4th, 2017 • CYS Investments, Inc. • Real estate investment trusts • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2009 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this ____ day of __________, 2009 (“Agreement”), by and between Cypress Sharpridge Investments, Inc., a Maryland corporation (the “Company”), and _____________________ (“Indemnitee”).
20,000,000 Shares of Common Stock CYPRESS SHARPRIDGE INVESTMENTS, INC. UNDERWRITING AGREEMENT February 9, 2011Underwriting Agreement • February 14th, 2011 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • New York
Cypress Sharpridge Investments, Inc., a corporation organized and existing under the laws of Maryland (the “Company”), which is externally managed and advised by Cypress Sharpridge Advisors LLC, a limited liability company organized and existing under the laws of Delaware (the “Manager”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). At the option of the Underwriters, the Company also proposes to issue and sell to the Underwriters up to an additional 3,000,000 shares of Common Stock (the “Additional Shares” and together with the Firm Shares, the “Shares”). Deutsche Bank Securities Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC are acting as the joint bookrunners in connection with the offering and sale of the Shares co
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • February 26th, 2009 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT is made effective as of January 1, 2009 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 18th, 2016 • CYS Investments, Inc. • Real estate investment trusts • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into on February 18, 2016, and will become effective on March 7, 2016 (the “Effective Date”), by and between Jack DeCicco (the “Executive”) and CYS Investments, Inc., a Maryland corporation (the “Company”).
8,500,000 Shares of Common Stock CYPRESS SHARPRIDGE INVESTMENTS, INC. UNDERWRITING AGREEMENT June [—], 2009Underwriting Agreement • June 2nd, 2009 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • New York
Cypress Sharpridge Investments, Inc., a corporation organized and existing under the laws of Maryland (the “Company”), which is externally managed and advised by Cypress Sharpridge Advisors LLC, a limited liability company organized and existing under the laws of Delaware (the “Manager”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,500,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). At the option of the Underwriters, the Company also proposes to issue and sell to the Underwriters up to an additional 1,275,000 shares of Common Stock (the “Additional Shares” and together with the Firm Shares, the “Shares”). Barclays Capital Inc. is acting as the sole book-running manager (the “Representative”) in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
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”):
25,000,000 Shares of Common Stock CYS INVESTMENTS, INC. UNDERWRITING AGREEMENT January 27, 2012Underwriting Agreement • January 30th, 2012 • CYS Investments, Inc. • Real estate investment trusts • New York
CYS Investments, Inc., a corporation organized and existing under the laws of Maryland (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 25,000,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). At the option of the Underwriters, the Company also proposes to issue and sell to the Underwriters up to an additional 3,750,000 shares of Common Stock (the “Additional Shares” and together with the Firm Shares, the “Shares”). Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as the joint bookrunners in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
STOCK AWARD AGREEMENTStock Award Agreement • July 19th, 2013 • CYS Investments, Inc. • Real estate investment trusts • New York
THIS STOCK AWARD AGREEMENT (the “Agreement”) is made effective as of the ___ day of _____ 201_ (the “Date of Grant”), between CYS Investments, Inc., a Maryland corporation (the “Company”), and _________ (the “Participant”).
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • June 17th, 2008 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts
This First Amendment to the Warrant Agreement dated as of May 22, 2008 (the “Warrant Agreement”) by and between Cypress Sharpridge Investments, Inc., a Maryland corporation (the “Company”), and National City Bank, as warrant agent for the Company (the “Warrant Agent”), is made and entered into and effective as of June 11, 2008 (hereinafter referred to as the “First Amendment”). Capitalized terms and references used herein and not otherwise defined below shall have the respective meanings ascribed to them in the Warrant Agreement.
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”).
FORM OF RESTRICTED STOCK AWARD AGREEMENTForm of Restricted Stock Award Agreement • December 17th, 2009 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • New York
THIS AGREEMENT (the “Agreement”) is made effective as of the 17th day of December 2009 (the “Date of Grant”), between Cypress Sharpridge Investments, Inc., a Maryland corporation (the “Company”), and (the “Participant”).
AGREEMENT AND PLAN OF MERGER among TWO HARBORS INVESTMENT CORP., EIGER MERGER SUBSIDIARY LLC and CYS INVESTMENTS, INC. Dated as of April 25, 2018Agreement and Plan of Merger • April 27th, 2018 • CYS Investments, Inc. • Real estate investment trusts • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2018 (this “Agreement”), by and among Two Harbors Investment Corp., a Maryland corporation (“Parent”), Eiger Merger Subsidiary LLC, a Maryland limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and CYS Investments, Inc., a Maryland corporation (the “Company”).
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”).
WARRANT AGREEMENT Dated as of May 22, 2008 between CYPRESS SHARPRIDGE INVESTMENTS, INC. and NATIONAL CITY BANK, as Warrant Agent Warrants for Common Stock of Cypress Sharpridge Investments, Inc.Warrant Agreement • June 17th, 2008 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • New York
This WARRANT AGREEMENT (this “Agreement”) is dated as of May 22, 2008 and entered into by and between CYPRESS SHARPRIDGE INVESTMENTS, INC., a Maryland corporation (the “Company”), and NATIONAL CITY BANK, as Warrant Agent (the “Warrant Agent”), for the benefit of the Holders (as defined herein) of Warrants (as defined herein).
STOCK AWARD AGREEMENT (Independent Director)Stock Award Agreement • February 14th, 2014 • CYS Investments, Inc. • Real estate investment trusts • New York
THIS STOCK AWARD AGREEMENT (the “Agreement”) is made effective as of the day of , 20 (the “Date of Grant”), between CYS Investments, Inc., a Maryland corporation (the “Company”), and (the “Participant”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • October 22nd, 2009 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • Massachusetts
This Separation Agreement and General Release (this “Separation Agreement”) is made and entered into on this 11th day of September, 2009 by and between Cypress Sharpridge Investments, Inc, a Maryland corporation (“CYS”), Cypress Sharpridge Advisors LLC, a Delaware limited liability company (the “Manager”), and Sharpridge Capital Management, L.P., a Delaware Limited Partnership (“Sharpridge”, and collectively with CYS and the Manager, the “Company”), on the one hand, and William J. Hayes (the “Executive”), on the other hand. The Company and the Executive are collectively referred to as the “Parties”.
40,000,000 Shares of Common Stock CYS INVESTMENTS, INC. UNDERWRITING AGREEMENT July 11, 2012Employment Agreement • July 13th, 2012 • CYS Investments, Inc. • Real estate investment trusts • New York
CYS Investments, Inc., a corporation organized and existing under the laws of Maryland (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 40,000,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). At the option of the Underwriters, the Company also proposes to issue and sell to the Underwriters up to an additional 6,000,000 shares of Common Stock (the “Additional Shares” and together with the Firm Shares, the “Shares”). Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and UBS Securities LLC are acting as the joint bookrunners in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2008 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2008, by and among Cypress Sharpridge Investments, Inc., a Maryland corporation (the “Company”), Stifel, Nicolaus & Company, Incorporated, a Missouri corporation, as the initial purchaser and placement agent (“Stifel”), and Cypress Sharpridge Advisors LLC, a Delaware limited liability company (the “Manager”), for the benefit of the Holders (as defined below). This Agreement is entered into in connection with the Purchase/Placement Agreement, dated as of May 19, 2008 (the “Purchase/Placement Agreement”), by and among the Company, Stifel and the Manager, which provides for the offering and sale (the “Offering”) of up to 2,885,923 units (the “Units”), in transactions exempt from registration under the Securities Act of 1933, as amended. Each Unit consists of (i) one share of common stock, par value $0.01 per share, of the Company (“Common Stock”) and (ii) one warrant (each, a “Warrant”) to purchas
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.
STOCK AWARD AGREEMENT (Independent Director)Stock Award Agreement • July 19th, 2013 • CYS Investments, Inc. • Real estate investment trusts • New York
THIS STOCK AWARD AGREEMENT (the “Agreement”) is made effective as of the ____ day of ________, 2013 (the “Date of Grant”), between CYS Investments, Inc., a Maryland corporation (the “Company”), and ___________ (the “Participant”).
AMENDMENT TO EMPLOYMENT AGREEMENT OF KEVIN E. GRANTEmployment Agreement • April 27th, 2018 • CYS Investments, Inc. • Real estate investment trusts
This AMENDMENT TO EMPLOYMENT AGREEMENT OF KEVIN E. GRANT (“Amendment”) is entered into as of April 25, 2018 (the “Amendment Effective Date”) by and between CYS Investments, Inc., a Maryland corporation (the “Company”) and Kevin E. Grant (the “Executive”).
ASSET PURCHASE AND SALE AGREEMENT by and between CYPRESS SHARPRIDGE INVESTMENTS, INC. and SHARPRIDGE CAPITAL MANAGEMENT, L.P.Asset Purchase and Sale Agreement • September 1st, 2011 • CYS Investments, Inc. • Real estate investment trusts • New York
This Asset Purchase Agreement (the “Agreement”), is entered into as of September 1, 2011 by and between Cypress Sharpridge Investments, Inc., a Maryland corporation (the “Buyer”), and Sharpridge Capital Management, L.P., a Delaware limited partnership (the “Seller”).
AMENDMENT TO EMPLOYMENT AGREEMENT OF THOMAS A. ROSENBLOOMEmployment Agreement • April 27th, 2018 • CYS Investments, Inc. • Real estate investment trusts
This AMENDMENT TO EMPLOYMENT AGREEMENT OF THOMAS A. ROSENBLOOM (“Amendment”) is entered into as of April 25, 2018 (the “Amendment Effective Date”) by and between CYS Investments, Inc., a Maryland corporation (the “Company”) and Thomas A. Rosenbloom (the “Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENT OF RICHARD E. CLEARYEmployment Agreement • April 27th, 2018 • CYS Investments, Inc. • Real estate investment trusts
This AMENDMENT TO EMPLOYMENT AGREEMENT OF RICHARD E, CLEARY (“Amendment”) is entered into as of April 25, 2018 (the “Amendment Effective Date”) by and between CYS Investments, Inc., a Maryland corporation (the “Company”) and Richard E. Cleary (the “Executive”).
EXECUTIVE RETIREMENT AGREEMENTExecutive Retirement Agreement • February 18th, 2016 • CYS Investments, Inc. • Real estate investment trusts • Massachusetts
This EXECUTIVE RETIREMENT AGREEMENT (this “Agreement”) is entered into by CYS Investments, Inc., a Maryland corporation (the “Company”), and Frances R. Spark, an individual (the “Executive”), on February 10, 2016, to be effective on the Effective Date (as defined below), in order to recite the agreed terms relative to Executive’s decision to voluntarily retire from her employment with the Company. Each of the Company and the Executive is referred to herein as a “Party” and they collectively are referred to herein as the “Parties”.
AMENDMENT TO EMPLOYMENT AGREEMENT OF JACK DECICCOEmployment Agreement • April 27th, 2018 • CYS Investments, Inc. • Real estate investment trusts
This AMENDMENT TO EMPLOYMENT AGREEMENT OF JACK DECICCO (“Amendment”) is entered into as of April 25, 2018 (the “Amendment Effective Date”) by and between CYS Investments, Inc., a Maryland corporation (the “Company”) and Jack DeCicco (the “Executive”).
