0001104659-12-057822 Sample Contracts

MANAGEMENT AGREEMENT by and between Western Asset Mortgage Capital Corporation and Western Asset Management Company
Management Agreement • August 14th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of May 9, 2012, by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”) and Western Asset Management Company, a California corporation (the “Manager”).

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WESTERN ASSET MORTGAGE CAPITAL CORPORATION MANAGER EQUITY PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 14th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT, (the “Agreement”), dated as of May 15, 2012 (the “Grant Date”), is made by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), and Western Asset Management Company, a California corporation (the “Grantee”).

Registration Rights Agreement
Registration Rights Agreement • August 14th, 2012 • Western Asset Mortgage Capital Corp • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of May 15, 2012, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, a California corporation (the “Manager”), the persons listed on the Investor signature pages hereto (each, an “Investor”, and collectively, the “Investors”) and Wells Fargo Bank, National Association, as trustee for the Western Asset Management Company Employee Deferred Incentive Plan (the “Deferred Compensation Plan”).

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