0001193125-11-223292 Sample Contracts

MANAGEMENT AGREEMENT by and between American Capital Mortgage Investment Corp. and American Capital MTGE Management, LLC Dated as of August 9, 2011
Management Agreement • August 15th, 2011 • American Capital, LTD • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of August 9, 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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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 15th, 2011 • American Capital, LTD • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of August 9, 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”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 15th, 2011 • American Capital, LTD • Real estate investment trusts • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of August 3, 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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