0000950123-09-025401 Sample Contracts

SUTHERLAND ASSET MANAGEMENT CORPORATION FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • July 24th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this day of , 2009, by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”), and (the “Purchaser”).

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SUTHERLAND ASSET MANAGEMENT CORPORATION 2009 EQUITY INCENTIVE PLAN FORM OF OPTION AWARD AGREEMENT
Option Award Agreement • July 24th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York

THIS OPTION AWARD AGREEMENT is by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”) and ___(the “Optionee”), dated as of the ___day of ___, 20_.

SUTHERLAND ASSET MANAGEMENT CORPORATION 2009 EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 24th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York

THIS AGREEMENT is made by and between Sutherland Asset Management Corporation, a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the day of , 20 .

FORM OF SUB-ADVISORY AGREEMENT
Form of Sub-Advisory Agreement • July 24th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York

THIS SUB-ADVISORY AGREEMENT (this “Agreement”), is made as of , 2009 by and among SUTHERLAND ASSET MANAGEMENT CORPORATION, a Maryland corporation (the “Company”), WATERFALL ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”) and M.D. SASS INVESTOR SERVICES, INC., a Delaware corporation (the “Sub-Advisor”).

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