0001341004-07-000358 Sample Contracts

Common Stock TERMS AGREEMENT ---------------
Terms Agreement • January 29th, 2007 • Newcastle Investment Corp • Real estate investment trusts

We understand that Newcastle Investment Corp., a corporation organized and existing under the laws of Maryland (the "Company"), proposes to issue and sell 2,420,000 shares of common stock, set forth below (the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriter named below (the "Underwriter") offers to purchase the number of Underwritten Securities (as such term is defined in the Underwriting Agreement referred to below) set forth below opposite its name, at the purchase price set forth below.

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Exhibit 1.1 NEWCASTLE INVESTMENT CORP. Common Stock, Warrants to Purchase Common Stock, Preferred Stock and Depositary Shares UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • January 29th, 2007 • Newcastle Investment Corp • Real estate investment trusts • New York
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