0001193125-09-129445 Sample Contracts

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, 2009

Merger Agreement • June 11th, 2009 • Capitol Acquisition Corp • Blank checks • Delaware

• Contract Type
  Merger Agreement
• Filed
  June 11th, 2009
• Company
  Capitol Acquisition Corp
• Industry
  Blank checks
• Jurisdiction
  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 AGREEMENT

Warrant Agreement • June 11th, 2009 • Capitol Acquisition Corp • Blank checks • Delaware

• Contract Type
  Warrant Agreement
• Filed
  June 11th, 2009
• Company
  Capitol Acquisition Corp
• Industry
  Blank checks
• Jurisdiction
  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”).