0000930413-07-008382 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • November 5th, 2007 • Chimera Investment Corp • Real estate investment trusts • New York

CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. As Representatives of the several Underwriters, c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 5th, 2007 • Chimera Investment Corp • Real estate investment trusts • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of _______, 2007 is between Chimera Investment Corporation, a Maryland corporation (the “Company”) and Annaly Capital Management, Inc., a Maryland corporation (the “Purchaser”).

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MANAGEMENT AGREEMENT
Management Agreement • November 5th, 2007 • Chimera Investment Corp • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT is made as of ________________, 2007 by and between CHIMERA INVESTMENT CORPORATION, a Maryland corporation (the “Company”), and FIXED INCOME DISCOUNT ADVISORY COMPANY, a Delaware corporation (together with its permitted assignees, the “Manager”).

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