0001193125-08-091839 Sample Contracts

MANAGEMENT AGREEMENT by and between American Capital Agency Corp. and American Capital Agency Management, LLC Dated as of •, 2008
Management Agreement • April 28th, 2008 • American Capital Agency Corp • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of •, 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 • April 28th, 2008 • American Capital Agency Corp • Real estate investment trusts • New York

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

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 28th, 2008 • American Capital Agency Corp • Real estate investment trusts • New York

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

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