0001193125-11-192505 Sample Contracts

FORM OF MANAGEMENT AGREEMENT by and between American Capital Mortgage Investment Corp. and American Capital MTGE Management, LLC Dated as of , 2011
Management Agreement • July 20th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of , 2011, by and between American Capital Mortgage Investment Corp., a Maryland corporation (the “Company”) and American Capital MTGE Management, LLC, a Delaware limited liability company (the “Manager”), a subsidiary of a wholly-owned portfolio company of American Capital, Ltd., a Delaware corporation (“American Capital”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 20th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of , 2011, is entered into by and between American Capital Mortgage Investment Corp., a Maryland corporation (the “Company”), and American Capital, Ltd., a Delaware corporation (“American Capital”).

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FORM OF STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 20th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of , 2011, by and among American Capital Mortgage Investment Corp., a Maryland corporation (the “Issuer”), and American Capital, Ltd., a Delaware corporation (the “Purchaser”).

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FORM OF LICENSE AGREEMENT
License Agreement • July 20th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • Maryland

THIS LICENSE AGREEMENT (this “Agreement”) is effective as of __________ ___, 2011 (the “Effective Date”) by and between American Capital, Ltd., a Delaware Corporation having its principal offices at 2 Bethesda Metro, Bethesda, MD 20814 (“Licensor” or “ACAS”) and American Capital Mortgage Investment Corp., a Maryland corporation having its principal offices at 2 Bethesda Metro, Bethesda, MD 20814 (“Licensee”) (each a “Party” and collectively the “Parties”).

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