0001047469-13-003418 Sample Contracts

AMENDMENT NO. 2 TO THE SUBSCRIPTION AGREEMENT
Subscription Agreement • March 26th, 2013 • Five Oaks Investment Corp. • Real estate investment trusts • New York

This Amendment No. 2 (“this Amendment”), dated as of March 20, 2013, amends the Subscription Agreement, dated as of May 16, 2012 (the “Agreement”), between XL Investments Ltd (“XL Investments”), a Bermuda limited liability company, and Five Oaks Investment Corp., a Maryland corporation (the “Company”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement.

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AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT
Subscription Agreement • March 26th, 2013 • Five Oaks Investment Corp. • Real estate investment trusts • New York

This Amendment No. 1 (“this Amendment”), dated as of January 25, 2013, amends the Subscription Agreement, dated as of May 16, 2012 (the “Agreement”), between XL Investments Ltd, a Bermuda limited liability company, and Five Oaks Investment Corp., a Maryland corporation (the “Company”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement.

Contract
Letter Agreement • March 26th, 2013 • Five Oaks Investment Corp. • Real estate investment trusts • New York

This Letter Agreement is intended to confirm our collective agreement with respect to the treatment of any and all awards (“Grants”) granted by Five Oaks Investment Corp., a Maryland corporation (the “REIT”), under the Five Oaks Investment Corp. Manager Equity Plan (the “Plan”) to Oak Circle Capital Partners LLC, a Delaware limited liability company (the “Manager”).

AMENDMENT NO. 3 TO THE SUBSCRIPTION AGREEMENT
Subscription Agreement • March 26th, 2013 • Five Oaks Investment Corp. • Real estate investment trusts • New York

This Amendment No. 3 to the Subscription Agreement, dated as of March 25, 2013 (this “Amendment”), amends the Subscription Agreement, dated as of May 16, 2012, as previously amended by Amendment No. 1 to the Subscription Agreement, dated as of January 25, 2013 and by Amendment No. 2 to the Subscription Agreement, dated as of March 20, 2013 (as so previously amended, the “Agreement”), between XL Investments Ltd, a Bermuda limited liability company (the “Investor”), and Five Oaks Investment Corp., a Maryland corporation (the “Fund”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to them in the Agreement.

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