Master Repurchase Agreement, dated as of February 18, 2015, by and between Credit Suisse Securities (USA) LLC and AG MIT CMO EC LLC

a."Buyer's Margin Amount", with respect to any Transaction as of any date, the amount obtained by application of the Buyer's Margin Percentage to the Repurchase Price for such Transaction as of such date;

0) "Market Value", with respect to any Securities as of any date, the price for such Securities on such date obtained from a generally recognized source agreed to by the parties or the most recent closing bid quotation from such a source, plus accrued Income to the extent not included therein (other than any Income credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities) ;

e."Seller's Margin Amount", with respect to any Transaction as of any date, the amount obtained by application of the Seller's Margin Percentage to the Repurchase Price for such Transaction as of such date;

i.Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such Purchased Securities. After substitution, the substituted Securities shall be deemed to be Purchased Securities.

amount of such Repurchase Price for such Transaction determined as of the date of the exercise or deemed exercise by the nondefaulting party of the option referred to in sub­ paragraph (a) of this Paragraph.

This Annex I forms a part of the Master Repurchase Agreement dated as of February 18, 2015 (the "Agreement") between Credit Suisse Securities (USA) LLC, a limited liability company incorporated under the. laws of the State of Delaware ("Party A") and AG MIT CMO EC LLC, a Delaware limited liability company ("Party B"). Capitalized terms used but not defined in this Annex I shall have the meaning ascribed to them in the Agreement. The obligations of Party B shall be guaranteed by AG Mortgage Investment Trust, Inc., a Maryland corporation, (the "Guarantor") pursuant to a guarantee executed and dated as of the date of this Agreement (the "Guarantee").

1.Other Applicable Annexes. In addition to this Annex I and Annex II, the following Annexes and any Schedules thereto shall form part of the Agreement and shall be applicable thereunder: None

2.Additional Definitions. The following additional subparagraphs shall be added after Paragraph 2(t) of the Agreement:

(1)The Guarantor at any time does not qualify as a real estate investment trust (a "REIT") under Section 856 of the Internal Revenue Code of 1986, as amended (the "Code") or fails to notify Party A in accordance with Paragraph ?(iii) of this Annex I.

(ii) (A) The Guarantor's common stock shall at any time not be duly listed on the New York Stock Exchange, or (B) Guarantor shall fail to timely file any report required to be filed in connection with such listing and, in the reasonable discretion of Party A, either such event shall have a material adverse impact on Party B's ability to perform or satisfy its obligations or on Party A's rights, in each case in respect of this Agreement or any Transactions.

(iii)Guarantor shall have incurred, or shall have received notice that it will incur the tax imposed under Section 857(b)(6) of the Code on the net income derived from prohibited transactions and, in the reasonable discretion of Party A, the incurrence of such tax has or shall have a material adverse impact on Party B ability to perform any obligations hereunder, or Guarantor's ability to perform any obligations in respect of the Guarantee.

(iv)The total shareholders' equity of Guarantor shall, as of the end of any month, as reported on the Guarantor's report of shareholder's equity prepared in accordance with generally accept-ed accounting principles in the United States of America (the "SE Report"), decline by fifty percent (50%) or more from the level as disclosed on the SE Report for any of the preceding 12 months.

(i)Failure by Party B or the Guarantor to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with the Guarantee if such failure is continuing after any applicable grace period has elapsed;

i.the expiration or termination of the Guarantee or the failing or ceasing of such Guarantee to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Guarantee relates without the written consent of the other party;

ii.the party or such Guarantor disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Guarantee;

iv.any representation made by the Guarantor in the Guarantee shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated.

a."Investment Manager" means Angelo, Gordon & Co., LP."

1.Market Value. Paragraph 20) of the Agreement is hereby amended by adding the following at the end thereof:

"provided that, where there is no generally recognized pricing source reasonably acceptable to Party A, Party A shall determine the Market Value for the Securities acting in a commercially reasonable manner and in good faith, and such valuation shall be binding on Party B; provided that upon request of Party B, Party A shall provide a statement in reasonable detail setting forth Party A's determination of the Market Value, including the sources, if any (it being understood that Party A shall be under no obligation to obtain market prices from outside sources) contacted for market prices."

2.Events of Default. Paragraph 11 of the Agreement is hereby amended by deleting the word "or" before "(vii)" in the first paragraph thereof and by adding the following additional Events of Default before the words "(each an "Event of Default")":

"(viii) as a result of sovereign action or inaction (directly or indirectly), Buyer or Seller becomes unable to perform any absolute or contingent obligation to make a payment or transfer or to receive a payment or transfer in respect of any Transaction under the Agreement or to comply with any other material provision of the Agreement relating to such Transaction, (ix) an Event of Termination occurs, (ix) a Guarantee Default occurs, or (xi) Seller or Buyer, as the case may be, fails to comply with or perform any agreement or obligation (other than those agreements or obligations under Paragraphs 11(i) to 11(viii) above) to be complied with or performed by such party in accordance with this Agreement if such failure is not remedied on or before the thirtieth (30tn) day after notice of such failure is given to such party."

3.Single Agreement. Paragraph 12 of the Agreement shall be deleted in its entirety and the following paragraph shall be inserted in lieu thereof:

"12. Single Agreement

Buyer and Seller hereby acknowledge that they consider all transactions and agreements between them to constitute a single business and contractual relationship and to have been made in consideration of each other and this Agreement. Therefore, (a) each party hereby agrees (i) to perform all of its obligations to the other party with respect to all transactions or agreements between them, (ii) that a default in the performance of any such obligations ("Obligations") shall constitute an Event of Default hereunder and (iii) that any Event of Default hereunder shall constitute a default in respect of all such other transactions and agreements between them, (b) each party shall have a right of setoff against the other party for amounts owing hereunder and

any other Obligations owing in respect of any other agreement or transaction whatsoever, and

(c) payments, deliveries, and other transfers made by either party hereunder shall be considered to have been made in consideration of payments, deliveries, and other transfers made by the other party with respect to all other agreements or transactions between them, and the Obligations to make any such payments, deliveries, and other transfers may be applied against each other and netted. As security for the performance by each party of all of its Obligations, each party hereby grants to the other a security interest in all securities, instruments, money, and other property (and all proceeds thereof) transferred by such party to the other pursuant to this Agreement or otherwise. With respect to defaulted Obligations which did not arise under this Agreement, such security interest may be enforced in accordance with the provisions of applicable law or Paragraph 11(d)(i) hereof (applying such Paragraph as if such defaulted Obligations were owed hereunder in respect of a Transaction in which the defaulting party is acting as Seller)."

1.Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

(a)Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(b)Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

(c)Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

(d)No Agency. It is entering into this Agreement, including each Transaction, as principal and not as agent of any person or entity.

2.Financial Information. Party 8 agrees to deliver to Party A at the address set forth in Annex II:

1.A certificate of an officer of Guarantor: (1) to the effect that based upon a review of Guarantor's activities and Guarantor's financial statements during the period covered thereby, there exists no Event of Termination or Event of Default, or event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination or an Event of Default; (2) certifying that none of the Events of Termination have occurred and are continuing; (3) only in such event that common stock of the Guarantor ceases to be duly listed on the New York Stock Exchange, setting forth the calculation and bases for the calculation of total shareholders' equity referred to in Paragraph 2(v)(iv) of the Agreement and certifying as to the accuracy and completeness of such calculation (a "Certificate"). Party B shall deliver the Certificate within 90 calendar days following the end of Guarantor's fiscal year for each year during the term of this Agreement.

2.A monthly SE Report delivered to Party A within 20 days of the end of each relevant month.

1.Any notice or other communication from the United States Internal Revenue Service relating to the status of the Guarantor's qualification as a REIT under the Code or the Guarantor's failure to maintain such status, not later than two (2) business days after receipt of such notice.

(A)SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT, SOLELY FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER AND (B) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF ITS PLACE OF RESIDENCE OR DOMICILE.

2.WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

3.LIMITATION OF DAMAGES. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR PUNITIVE DAMAGES IN ANY WAY RELATED TO THIS AGREEMENT AND EXCEPT AS PROVIDED IN PARAGRAPH 11(g) OF THE AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES SUFFERED OR INCURRED BY THE OTHER, OR ANY OTHER PARTY, IN EACH CASE ARISING UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED.

◦11. Investment Manager as Agent. Party B represents and warrants (and such representation and warranty shall be deemed to have been repeated on each date that a Transaction is entered into) that the Investment Manager has the full power and authority to commit Party B to Transactions and conclude such Transactions on Party B's behalf on such terms and conditions as the Investment Manager may determine in its absolute discretion. Unless previously notified in writing by Party B, Party A may rely on all representations and warranties of and actions by the Investment Manager in relation to any such Transactions. For these purposes, Party B agrees to fully and unconditionally indemnify Party A for any and all losses, damages, costs and expenses directly sustained by Party A (including those incurred in unwinding any relevant hedging transactions) by reason of (i) its bona fide reliance on the appointment by Party B of the Investment Manager as Party B's agent to enter into Transactions on its behalf, irrespective of the invalidity, unenforceability, termination or revocation of such appointment (unless previously notified in writing by Party B) or breach by the Investment Manager of its terms or (ii) as a direct result of Party A's bona fide reliance upon the instructions, actions or ostensible authority of the Investment Manager.

12.Additional Agreements. Within twenty (20) days of the entry into or other effectuation by Party B or Guarantor of any material amendment, alteration, modification or other material change to any of its Core Documents reasonably expected to have a material impact on Party B's or Guarantor's ability to perform its obligations under this Agreement or Guarantor's ability to perform its obligations in respect of the Guarantee, Party B shall provide Party A with a copy of the current version of such Core Document marked to show all changes from the prior version. For the purposes of this provision, "Core Documents" shall include, without limitation, organizational documents of Party B and/or the Guarantor (including, without limitation, articles of incorporation, partnership agreements, limited partnership agreements, and limited liability company agreements), investment management agreements, investor agreements, shareholder agreements, subscription agreements and disclosure documents (including, without limitation, offering circulars, private placement memoranda and prospectuses).

1.ERISA. Paragraph 18 of the Agreement shall be deleted in its entirety and the following paragraph shall be inserted in lieu thereof:

"18. ERISA Representations and Agreements by Party B. Party B represents that Party B and Guarantor are not and will not be a Benefit Plan which, for the purposes of this Agreement, means

(1) an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to any provision of Title I of ERISA, (2) a "Plan" within the meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") to which Section 4975 of the Code applies, (3) an entity the underlying assets of which constitute "plan assets" pursuant to U.S. Department of Labor regulation section 2510.3-101 as modified by Section 3(42) of ERISA or (4) an entity the underlying assets of which include assets of a governmental plan or other plan subject to restrictions similar to Section 406 of ERISA or Section 4975 of the Code.

2.Limited Recourse. Excepting Party A's recourse as against the Guarantor pursuant to the terms of the Guarantee, no recourse shall be had for any payment or delivery obligation under the Agreement, or for any claim based on the Agreement, or otherwise in respect of the Agreement, to or against any Other AG Entity (as defined below) or any incorporator, subscriber, promoter, stockholder, partner, member, director, officer or employee, past, present or future, as such, of Party B or any Other AG Entity or of any predecessor or successor to any of the foregoing, either directly or through Party B or any Other AG Entity or any such predecessor or successor, under and by virtue of any constitution or statute or rule of law or by the enforcement of any assessment or penalty, or otherwise, all such liability of any Other AG Entity or any such incorporator, subscriber, promoter, stockholder, partner, member, director, officer or employee being waived and released by Party A. As used in this paragraph, "Other AG Entity" means (i) Angelo Gordon & Co., L.P. and any Affiliate thereof, in each case, together with its successors, and (ii) any corporation, limited liability company, trust, joint venture, association, company, partnership or other entity, and any fund, whose investment activities are conducted based on investment advice or management services provided by any entity referred to in the foregoing clause (i); provided that in no event shall Party B be an "Other AG Entity".

"Affiliate" for purposes of the foregoing shall mean, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person. Affiliate for these purposes shall not include the Guarantor relative to Guarantor's obligations to Party A in respect of the Guarantee.

For the avoidance of doubt, this Paragraph 14 shall in no way limit or impair Party A's rights or Guarantor's obligations in respect of the Guarantee.

Party B agrees that service upon itself by certified mail or air courier constitutes effective service as if personally served pursuant to Section 311 of the New York Civil Practice Law and Rules or Rule 4 of the

1.Taxes. (a) Each party agrees to be liable to the relevant taxing authority for the full amount of any Taxes (as defined herein) imposed, levied, collected, withheld or assessed by such taxing authority as required by governing law to be deducted or withheld from payments or distributions of income that the party receives from the issuer of the Securities ("Income Payments").

(b)All payments made by one party to the other party in respect of any Transaction pursuant to this Agreement, including any Income Payments payable by the Buyer to the Seller, shall be made free and clear of, and without any withholding or deduction for or on account of any, Taxes,

unless such withholding or deduction is required by any applicable law, as modified by the practice of any relevant governmental revenue authority; provided that if such withholding or deduction is so required, then the payor shall (i) promptly notify the payee of such requirement,

(ii) pay to the relevant authorities the full amount required to be deducted or withheld promptly upon learning that such deduction or withholding is required, (iii) promptly forward to the payee an official receipt (or certified copy), or other such documentation, evidencing such payment to such authorities, and (iv) in the case of Indemnified Taxes pay to the payee such additional amounts as are necessary to yield and remit to the payee an amount which, after deduction or withholding of all Indemnified Taxes (including any deductions applicable to the additional amounts) payable under thie clause (iv)) equals the full amount that the payee would have received had no such withholding or deduction been required; provided, however, that in no event shall Seller be entitled to receive any amount in respect of any Income Payment greater than Seller would have received had it not entered into the relevant Transaction.

a.Upon execution of each Transaction and at such time or times reasonably requested by Party A Party B and Guarantor hereby agree to deliver to Party A such properly completed and executed documentation and forms (including but not limited to IRS Form W-9) as are reasonably required by Party A, which would result in an exemption from or reduction of withholding Tax with respect to any payments made to Party B or Guarantor under any Transaction. Upon execution of the Agreement and at such time or times reasonably requested by Party B or Guarantor, Party A hereby agrees to deliver to Party B or Guarantor such properly completed and executed documentation and forms (including but not limited to IRS Form W-9) as are reasonably required by Party B or Guarantor, which would result in an exemption from or reduction of withholding Tax with respect to any payments made to Party A under any Transaction. Each party further agrees that if any Tax-related form or certification it previously delivered is about to expire or become inaccurate in any respect, it shall either update such form or certification or promptly notify the other party in writing of its legal inability to do so, as applicable.

b.If one party (X) is required to make any deduction or withholding in respect of a Tax for which X would not be required to pay an additional amount to the other party (Y) under subparagraph (b)(iv) above; and X does not so deduct or withhold, and a liability resulting from such Tax is assessed directly against X, then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability, including any related liability for interest and penalties. This clause shall survive termination of the Agreement and any Transaction.

c.If (i) one party (X) is required to make a deduction or withholding in respect of any Taxes pursuant to subparagraph (a), (ii) such Taxes are Indemnified Taxes, (iii) X fails to so deduct or withhold such Indemnified Taxes, (iv) a claim is asserted by a governmental authority against the other party (Y) for such Indemnified Taxes, then X shall indemnify Y, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by Y arising in connection with any Transaction and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant governmental authority. This clause shall survive termination of the Agreement and any Transaction.

"Tax" or "Taxes" shall mean any and all present or future taxes, levies, imposts, duties, deductions, liabilities, withholdings assessments, fees or other charges imposed by any governmental authority, including stamp, court, recording or documentary taxes or any other excise or property taxes, charges or similar levies and any applicable interest, additions to tax or penalties, arising from any payment made under any Transaction or from the execution, delivery or enforcement of, or otherwise with respect to, any document relating to any Transaction.

"Indemnified Taxes" shall mean Taxes, other than (i) income or franchise taxes imposed on (or measured by) its net income by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located, (ii) any branch profits taxes imposed by the

United States of America or any similar tax imposed by any other jurisdiction, (iii) Taxes attributable to either party's failure to comply with paragraph 16(c), and (iv) any Tax imposed by FATCA.

"FATCA" shall mean Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), as of the date of this Agreement (or any amended or successor version that is substantively comparable thereto and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, and any fiscal or regulatory rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections.

12.Additional Representations. Party B represents and warrants to Party A that (i) the Guarantor is duly authorized to execute and deliver the Guarantee and to perform its obligations under the Guarantee and has taken all necessary action to authorize such execution, delivery and performance,

(ii) the person executing the Guarantee on its behalf is duly authorized to do so, (iii) the Guarantor has obtained all authorizations of any governmental body required in connection with the Guarantee and such authorizations are in full force and effect, (iv) the execution, delivery and performance by Party B of this Agreement and Transactions hereunder will not violate any law, ordinance, charter, bylaw or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected and (v) there exists no Event of Termination or Event of Default with respect to the Guarantor. On the Purchase Date for any Transaction Party B shall be deemed to repeat all the foregoing representations made by it.

13.Additional Representations, Warranties and Covenants.

(i)In addition to the representations contained in Paragraph 10 of the Agreement and those set forth above in this Annex I, Party B represents and warrants to Party A, at all times until the termination of the Agreement and in accordance with Paragraph 10 thereof, that:

(1)since March 1, 2011, which is the date from which Guarantor first qualified as a REIT under the Code, Guarantor has at all times maintained its qualification as a REIT under the Code; and

(2)the execution of the Agreement by Party B, the entry by Party B into each Transaction and the performance by Party B of its obligations under the Agreement and each Transaction do not and will not result in Guarantor failing to maintain its status as a REIT under the Code.

(ii)Party B agrees that it will not take any action, directly or indirectly, during the term of any Transaction that would render untrue any of the representations and warranties in Paragraph 18 of this Annex I. Party B further agrees that if any event should occur or circumstance should exist that would render any of such representations and warranties in Paragraph 18 untrue it shall immediately give notice thereof to Party A.