REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among Capitol Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Underwriting AgreementCapitol Acquisition Corp • November 2nd, 2007 • Blank checks • New York
Capitol Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. (the “Representative”) is acting as representative, an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 3,750,000 units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 20 hereof.
MANAGEMENT AGREEMENTManagement Agreement • June 12th, 2009 • Capitol Acquisition Corp • Blank checks • New York
THIS MANAGEMENT AGREEMENT is made as of , 2009 by and among TWO HARBORS INVESTMENT CORP., a Maryland corporation (the “Company”), TWO HARBORS OPERATING COMPANY LLC, a Delaware limited liability company (the “Operating Company”) and PRCM ADVISERS LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
November 1, 2007Capitol Acquisition Corp • November 2nd, 2007 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
WARRANT AGREEMENTWarrant Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks • New York
Agreement made as of , 2007 between Capitol Acquisition Corp., a Delaware corporation, with offices at 509 7th Street, N.W., Washington, D.C. 20004 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
November 1, 2007Capitol Acquisition Corp • November 2nd, 2007 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
SUB-MANAGEMENT AGREEMENTSub-Management Agreement • June 12th, 2009 • Capitol Acquisition Corp • Blank checks • New York
THIS SUB-MANAGEMENT AGREEMENT (this “Agreement”), is entered into as of , 2009, by and among PRCM ADVISERS LLC, a Delaware limited liability company (the “Manager”), CLA FOUNDERS LLC, a Delaware limited liability company (the “Sub-Manager”), and solely with respect to Sections 1, 9, 11(a), 14(a), 15, and 18 through 28, PINE RIVER CAPITAL MANAGEMENT L.P., a Delaware limited partnership (“Pine River Capital”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2007 (“Agreement”), by and among CAPITOL ACQUISITION CORP., a Delaware corporation (“Company”), CAPITOL ACQUISITION MANAGEMENT LLC, RAUL J. FERNANDEZ, PIYUSH SODHA, RICHARD C. DONALDSON, LAWRENCE CALCANO, BROOKE B. COBURN, ARNO PENZIAS, HUGH PANERO, MILES GILBURNE, THOMAS E. WHEELER, TED LEONSIS and DR. JEONG H. KIM (collectively “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 21st, 2009 • Capitol Acquisition Corp • Real estate investment trusts
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is entered into as of August 17, 2009 among Pine River Capital Management L.P., a Delaware limited partnership (“Pine River”), Two Harbors Investment Corp., a Maryland corporation (“Parent”), Two Harbors Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Capitol Acquisition Corp., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2009 • Capitol Acquisition Corp • Blank checks
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 2,075,800 shares of Common Stock of Capitol Acquisition Corp. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
CAPITOL ACQUISITION CORP.Underwriting Agreement • August 21st, 2009 • Capitol Acquisition Corp • Real estate investment trusts
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated November 8, 2007, between Capitol Acquisition Corp. (“Company”) and Citigroup Global Markets Inc., as representative of the underwriters, including Ladenburg Thalmann & Co. Inc. (“Ladenburg”), in the Company’s initial public offering (“IPO”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement.
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Capitol Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as...Capitol Acquisition Corp • October 18th, 2007 • Blank checks
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 22nd, 2009 • Capitol Acquisition Corp • Real estate investment trusts
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER is entered into as of September 20, 2009 among Pine River Capital Management L.P., a Delaware limited partnership (“Pine River”), Two Harbors Investment Corp., a Maryland corporation (“Parent”), Two Harbors Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Capitol Acquisition Corp., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
CAPITOL ACQUISITION CORP.Underwriting Agreement • August 21st, 2009 • Capitol Acquisition Corp • Real estate investment trusts
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated November 8, 2007, between Capitol Acquisition Corp. (“Company”) and Citigroup Global Markets Inc. (“Citigroup”), as representative of the several underwriters in the Company’s initial public offering (“IPO”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement.
Subscription Agreement As of July 20, 2007Subscription Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks
The undersigned hereby subscribes for and agrees to purchase Warrants (“Sponsors’ Warrants”) at $1.00 per Sponsor Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Capitol Acquisition Corp. (the “Corporation”) at $7.50 per share for an aggregate purchase price of $ (“Purchase Price”). The purchase and issuance of the Sponsors’ Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Citigroup Global Markets Inc. (“Citigroup”). The Sponsors’ Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
AGREEMENT AND PLAN OF MERGER among PINE RIVER CAPITAL MANAGEMENT L.P., TWO HARBORS INVESTMENT CORP., TWO HARBORS MERGER CORP., and CAPITOL ACQUISITION CORP. Dated as of June 11, 2009Agreement and Plan of Merger • June 11th, 2009 • Capitol Acquisition Corp • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 11, 2009, among Pine River Capital Management L.P., a Delaware limited partnership (“Pine River”), Two Harbors Investment Corp., a Maryland corporation (“Parent”), Two Harbors Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Capitol Acquisition Corp., a Delaware corporation (the “Company”).
SUPPLEMENT & AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • June 11th, 2009 • Capitol Acquisition Corp • Blank checks • Delaware
This Supplement and Amendment to the Warrant Agreement dated as of , 2009 (the “Amendment”), is executed by Capitol Acquisition Corp., a Delaware corporation (the “Company”), Two Harbors Investment Corp. (“Two Harbors”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
FORM OF SPONSOR’S VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 11th, 2009 • Capitol Acquisition Corp • Blank checks • Delaware
SPONSOR’S VOTING AND SUPPORT AGREEMENT, dated as of June [•], 2009 (this “Agreement”), by and among Capitol Acquisition Corp. (the “Company”), Pine River Capital Management L.P. (“Pine River”), Two Harbors Investment Corp. (“Parent”), Two Harbors Merger Corp. (“Merger Sub”), PRCM Advisers LLC (the “Manager”) and [ ] (the “Sponsor”) (capitalized terms used but not defined herein have the meanings set forth in Article I).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 18th, 2007 • Capitol Acquisition Corp • Blank checks
This Agreement is made as of , 2007 by and between Capitol Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
