0001193125-10-278475 Sample Contracts

12,150,000 Shares of Common Stock CYPRESS SHARPRIDGE INVESTMENTS, INC. UNDERWRITING AGREEMENT December 10, 2010
Underwriting Agreement • December 10th, 2010 • Cypress Sharpridge Investments, Inc. • Real estate investment trusts • New York

Cypress Sharpridge Investments, Inc., a corporation organized and existing under the laws of Maryland (the “Company”), which is externally managed and advised by Cypress Sharpridge Advisors LLC, a limited liability company organized and existing under the laws of Delaware (the “Manager”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 12,150,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). At the option of the Underwriters, the Company also proposes to issue and sell to the Underwriters up to an additional 1,822,500 shares of Common Stock (the “Additional Shares” and together with the Firm Shares, the “Shares”). Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are acting as the book-running managers in connection with the offering and sale of the Shares contemplated herei

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