0001193125-11-100286 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 18th, 2011 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of April , 2011, is entered into by and between AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”), AG REIT Management, LLC, a Delaware limited liability company (the “Manager”) and the persons listed on Schedule A hereto (each an “Investor” and collectively the “Investors”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 18th, 2011 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York

This STOCK PURCHASE AGREEMENT (together with Annex A hereto, this “Agreement”) is dated as of April , 2011, by and among AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Issuer”) and [ ] (the “Purchaser”).

FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER THE AG MORTGAGE INVESTMENT TRUST, INC. MANAGER EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • April 18th, 2011 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • Maryland

This Restricted Stock Award Agreement (the “Award Agreement”) is between AG Mortgage Investment Trust, Inc. (the “Company”) and the Manager. The Company hereby grants to the Manager a Restricted Stock Award, subject to vesting and certain other restrictions as provided in this Award Agreement, under the AG Mortgage Investment Trust, Inc. Manager Equity Incentive Plan, as the same may be amended from time to time (the “Plan”). Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Manager hereby agree as follows:

FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER THE AG MORTGAGE INVESTMENT TRUST, INC. EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • April 18th, 2011 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • Maryland

This Restricted Stock Award Agreement (the “Award Agreement”) is between AG Mortgage Investment Trust, Inc. (the “Company”) and the Participant named above. The Company hereby grants to the Participant a Restricted Stock Award, subject to vesting and certain other restrictions as provided in this Award Agreement, under the AG Mortgage Investment Trust, Inc. Equity Incentive Plan, as the same may be amended from time to time (the “Plan”). Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Participant hereby agree as follows:

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