0000930413-09-004886 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 24th, 2009 • Annaly Capital Management Inc • Real estate investment trusts • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of September 16, 2009 is between CreXus Investment Corp., a Maryland corporation (the “Company”), and Annaly Capital Management, Inc., a Maryland corporation (the “Purchaser”).

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MANAGEMENT AGREEMENT
Management Agreement • September 24th, 2009 • Annaly Capital Management Inc • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT is made as of August 31, 2009 by and among FIXED INCOME DISCOUNT ADVISORY COMPANY, a Delaware corporation (together with its permitted assignees, the “Manager”), CREXUS INVESTMENT CORP., a Maryland corporation (the “Company”), and each Subsidiary (as defined below) of the Company that becomes a party to the Agreement (as defined below) pursuant to Section 29, and shall become effective and binding on the Manager and the Company as of the date of the pricing of the Company’s initial public offering.

AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
Management Agreement • September 24th, 2009 • Annaly Capital Management Inc • Real estate investment trusts

THIS AMENDMENT NO. 1 dated as of September 16, 2009 (the “Amendment”) to the MANAGEMENT AGREEMENT dated as of August 31, 2009 (the “Agreement”) is made and entered into by and between CREXUS INVESTMENT CORP., 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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