0001193125-11-177177 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 29th, 2011 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of June [ ], 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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INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 29th, 2011 • AG Mortgage Investment Trust, Inc. • Real estate investment trusts • Maryland

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page between AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Corporation”), and the director or executive officer of the Corporation whose name is set forth on the signature page (the “Indemnitee”).

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