0001193125-08-134743 Sample Contracts

FIRST AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • June 17th, 2008 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts

This First Amendment to the Warrant Agreement dated as of May 22, 2008 (the “Warrant Agreement”) by and between Cypress Sharpridge Investments, Inc., a Maryland corporation (the “Company”), and National City Bank, as warrant agent for the Company (the “Warrant Agent”), is made and entered into and effective as of June 11, 2008 (hereinafter referred to as the “First Amendment”). Capitalized terms and references used herein and not otherwise defined below shall have the respective meanings ascribed to them in the Warrant Agreement.

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WARRANT AGREEMENT Dated as of May 22, 2008 between CYPRESS SHARPRIDGE INVESTMENTS, INC. and NATIONAL CITY BANK, as Warrant Agent Warrants for Common Stock of Cypress Sharpridge Investments, Inc.
Warrant Agreement • June 17th, 2008 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • New York

This WARRANT AGREEMENT (this “Agreement”) is dated as of May 22, 2008 and entered into by and between CYPRESS SHARPRIDGE INVESTMENTS, INC., a Maryland corporation (the “Company”), and NATIONAL CITY BANK, as Warrant Agent (the “Warrant Agent”), for the benefit of the Holders (as defined herein) of Warrants (as defined herein).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 17th, 2008 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2008, by and among Cypress Sharpridge Investments, Inc., a Maryland corporation (the “Company”), Stifel, Nicolaus & Company, Incorporated, a Missouri corporation, as the initial purchaser and placement agent (“Stifel”), and Cypress Sharpridge Advisors LLC, a Delaware limited liability company (the “Manager”), for the benefit of the Holders (as defined below). This Agreement is entered into in connection with the Purchase/Placement Agreement, dated as of May 19, 2008 (the “Purchase/Placement Agreement”), by and among the Company, Stifel and the Manager, which provides for the offering and sale (the “Offering”) of up to 2,885,923 units (the “Units”), in transactions exempt from registration under the Securities Act of 1933, as amended. Each Unit consists of (i) one share of common stock, par value $0.01 per share, of the Company (“Common Stock”) and (ii) one warrant (each, a “Warrant”) to purchas

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