0001193125-08-177761 Sample Contracts

MANAGEMENT AGREEMENT by and between American Capital Agency Corp. and American Capital Agency Management, LLC Dated as of May 20, 2008
Management Agreement • August 14th, 2008 • American Capital Agency Corp • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of May 20, 2008, by and between American Capital Agency Corp., a Delaware corporation (the “Company”) and American Capital Agency Management, LLC, a Delaware limited liability company (the “Manager”), a subsidiary of a wholly-owned portfolio company of American Capital Strategies, Ltd., a Delaware corporation (“American Capital”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 14th, 2008 • American Capital Agency Corp • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of May 20, 2008, is entered into by and between American Capital Agency Corp., a Delaware corporation (the “Company”) and American Capital Strategies, Ltd., a Delaware corporation (“American Capital”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 14th, 2008 • American Capital Agency Corp • Real estate investment trusts • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 14, 2008, by and among American Capital Agency Corp., a Delaware corporation (the “Issuer”) and American Capital Strategies, Ltd., a Delaware corporation (the “Purchaser”).

AMERICAN CAPITAL AGENCY CORP. EQUITY INCENTIVE PLAN FOR INDEPENDENT DIRECTORS RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 14th, 2008 • American Capital Agency Corp • Real estate investment trusts • Delaware

This Restricted Stock Agreement (this “Agreement”) is executed and delivered as of May 20, 2008 (the “Grant Date”) by and between American Capital Agency Corp., a Delaware corporation (the “Company”) and Larry K. Harvey, a director of the Company (the “Grantee”). The Grantee and the Company hereby agree as follows:

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