AGREEMENT REGARDING WAIVER OF OWNERSHIP LIMIT Two Harbors Investment Corp. Minnetonka, MN 55305Two Harbors Investment Corp. • October 30th, 2009 • Real estate investment trusts
Two Harbors Investment Corp. (the “Company”) has received your letter, dated as of the date hereof (the “Representation Letter”), requesting that the Company grant to Integrated Holding Group LP, a Delaware limited partnership (“Delaware LP” and together with Integrated Core Strategies (US) LLC, a Delaware limited liability company that is wholly-owned by Delaware LP (“LLC”), (the “Holder”), an exception to the Common Stock Ownership Limit, as such term is defined in the Articles of Amendment and Restatement (the “Charter”) of the Company, such that the Holder may acquire 632,974 shares of the Common Stock and Warrants exercisable into 5,146,600 shares of Common Stock (the “Millennium Shares”) of the Company (the “Millennium Shares Exception”). Terms used but not otherwise defined herein have the meanings ascribed to them in the Charter.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG TWO HARBORS INVESTMENT CORP., CAPITOL ACQUISITION CORP. AND CERTAIN PERSONS LISTED ON SCHEDULE 1 HERETO dated as of October 28, 2009Registration Rights Agreement • October 30th, 2009 • Two Harbors Investment Corp. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2009, is made and entered into by and among Two Harbors Investment Corp., a Maryland corporation (the “Company”), Capitol Acquisition Corp., a Delaware corporation (“Capitol”), and certain persons listed on Schedule 1 hereto (such persons, in their capacity as holders of Registrable Securities (as defined below), the “Holders” and each a “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1 hereto.
CAPITOL ACQUISITION CORP. October 28, 2009Underwriting Agreement • October 30th, 2009 • Two Harbors Investment Corp. • Real estate investment trusts
AGREEMENT REGARDING WAIVER OF OWNERSHIP LIMIT Two Harbors Investment Corp. Minnetonka, MN 55305Two Harbors Investment Corp. • October 30th, 2009 • Real estate investment trusts
Two Harbors Investment Corp. (the “Company”) has received your letter, dated as of the date hereof (the “Representation Letter”), requesting that the Company grant to Federated Kaufmann Fund, Federated Kaufmann Fund II and Federated Kaufmann Growth Fund (the “Holders” and each a “Holder”), an exception to the Common Stock Ownership Limit, as such term is defined in the Articles of Amendment and Restatement (the “Charter”) of the Company, such that the Holders may hold in the aggregate 3,065,859 shares of the Common Stock (the “Federated Kaufmann Shares”) of the Company (the “Federated Kaufmann Shares Exception”). Terms used but not otherwise defined herein have the meanings ascribed to them in the Charter.
