0000950123-09-025948 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN SUTHERLAND ASSET MANAGEMENT CORPORATION AND CERTAIN PERSONS LISTED ON SCHEDULE 1 HERETO dated as of
Registration Rights Agreement • July 28th, 2009 • Sutherland Asset Management Corp • Real estate investment trusts • New York
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SUTHERLAND ASSET MANAGEMENT CORPORATION FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • July 28th, 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 M.D. Sass Finstrat Waterfall Holdings, LLC (the “Purchaser”).

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SUTHERLAND ASSET MANAGEMENT CORPORATION CONTINGENT SHARE PRIVATE PLACEMENT AGREEMENT
Private Placement Purchase Agreement • July 28th, 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 Waterfall Asset Management, LLC (the “Purchaser”).

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