Exhibit
10.2

    


    SPONSOR’S
VOTING AND SUPPORT AGREEMENT

     

    SPONSOR’S
VOTING AND SUPPORT AGREEMENT, dated as of June 11, 2009 (this “Agreement”), by and
among Capitol Acquisition Corp. (the “Company”), Pine River
Capital Management L.P. (“Pine River”), Two
Harbors Investment Corp. (“Parent”), Two Harbors
Merger Corp. (“Merger
Sub”), PRCM Advisers LLC (the “Manager”) and Amanda
Eilian (the “Sponsor”)
(capitalized terms used but not defined herein have the meanings set forth in
Article I).

     

    WHEREAS,
on the date hereof, the Company, Pine River, Parent and Merger Sub are entering
into a merger agreement (the “Merger Agreement”)
whereby Merger Sub will be merged with and into the Company and pursuant to
which each issued and outstanding share of common stock of the Company (the
“Shares”) shall
be converted into the right to receive a certain number of fully paid and
nonassessable shares of common stock of Parent upon the terms and subject to the
conditions set forth in the Merger Agreement;

     

    WHEREAS,
as a condition to Pine River’s, Parent’s and Merger Sub’s willingness to enter
into the Merger Agreement, Pine River, Parent and Merger Sub have requested that
the Company and Sponsor enter into this Agreement pursuant to which Sponsor
agrees to vote any Shares acquired after the IPO (“Post-IPO Shares”) in favor of
the Merger at the Company Stockholders Meeting (as defined herein);

     

    WHEREAS,
in connection with the Merger, the Company is seeking an agreement substantially
in the form attached hereto as Exhibit B (the “Warrant Agreement
Amendment”) to amend the Warrant Agreement, made as of November 8, 2007
(the “Warrant
Agreement”), between the Company and Continental Stock Transfer &
Trust Company (the “Warrant Agent”) to,
among other things, increase the exercise price and duration of the Company’s
warrants (the “Warrants”);

     

    WHEREAS,
Section 9.8 of the Warrant Agreement requires the written consent of the
registered holders of a majority of the then-outstanding Warrants to amend the
Warrant Agreement;

     

    WHEREAS,
as a condition to Pine River’s, Parent’s and Merger Sub’s willingness to enter
into the Merger Agreement, Pine River, Parent and Merger Sub have requested that
the Company and Sponsor enter into this Agreement pursuant to which Sponsor, as
a holder of Warrants, if any, agrees to give his written consent to the Warrant
Agreement Amendment at the Company Warrantholders Meeting (as defined
herein);

     

    WHEREAS,
Sponsor is the record and beneficial owner of, and has the right to vote and
dispose of, (i) that number of Shares (such Shares, together with any other
Shares of the Company beneficially owned or acquired by the Sponsor after the
date hereof whether acquired directly or indirectly, being collectively referred
to herein with respect to such Sponsor as the “Sponsor Shares”), if
any, and (ii) that number of Warrants (such Warrants, together with any
other Warrants of the Company beneficially owned or acquired by the Sponsor
after the date hereof whether acquired directly or indirectly, being
collectively referred to herein with respect to such Sponsor as the “Sponsor Warrants”),
if any, set forth opposite Sponsor’s name on Exhibit A
hereto;

     

    WHEREAS,
as a condition to Pine River’s, Parent’s and Merger Sub’s willingness to enter
into the Merger Agreement, Pine River, Parent and Merger Sub have also requested
that the Company and Sponsor enter into this Agreement pursuant to which Sponsor
agrees to certain transfer restrictions in respect of his Shares and/or Warrants
and to the cancellation of his Cancellation Securities (as defined below), if
any, at or prior to the Closing Date; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    WHEREAS,
Sponsor desires Pine River, Parent, Merger Sub and the Company to enter into the
Merger Agreement and Sponsor desires the Company and the Warrant Agent to enter
into the Warrant Agreement Amendment:

     

    NOW,
THEREFORE, in consideration of the premises and the representations, warranties
and agreements contained herein and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

    Section
1.1           Definitions.  For
purposes of this Agreement, the following terms have the following meanings
(capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Merger Agreement):

     

    “Agreement” shall have
the meaning set forth in the Recitals.

     

    “Cancellation
Securities” shall have the meaning set forth in
Section 4.1.

     

    “Company” shall have
the meaning set forth in the Recitals.

     

    “Escrow Agreement”
means that Stock Escrow Agreement dated November 8, 2007 between the
Company, the Sponsors, and Continental Stock Transfer & Trust Company, as
escrow agent (the “Escrow
Agent”).

     

    “Expiration Date”
means the earlier of (i) the Closing Date and (ii) the termination of
the Merger Agreement in accordance with its terms.

     

    “Manager” shall have
the meaning set forth in the Recitals.

     

    “Merger Agreement”
shall have the meaning set forth in the Recitals.

     

    “Merger Sub” shall
have the meaning set forth in the Recitals.

     

    “Parent” shall have
the meaning set forth in the Recitals.

     

    “Pine River” shall
have the meaning set forth in the Recitals.

     

    “Pine River Parties”
means Pine River, Parent, Merger Sub and the Manager.

     

    “Post-IPO Shares”
shall have the meaning set forth in the Recitals.

     

    “Sponsor” shall have
the meaning set forth in the Recitals.

     

    “Sponsor Shares” shall
have the meaning set forth in the Recitals.

     

    “Sponsor Warrants”
shall have the meaning set forth in the Recitals.

     

    “Sub-Management
Agreement” shall have the meaning set forth in
Section 4.2.

     

    “Warrant Agent” shall
have the meaning set forth in the Recitals.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Warrant Agreement”
shall have the meaning set forth in the Recitals.

     

    “Warrant Agreement
Amendment” shall have the meaning set forth in the Recitals.

     

    “Warrants” shall have
the meaning set forth in the Recitals.

     

    Section
1.2           Gender.  For
the purposes of this Agreement, the words “he,” “his” or “himself” shall be
interpreted to include the masculine, feminine and corporate, other entity or
trust form.

     

    ARTICLE
II

     

    COVENANTS
TO SUPPORT THE MERGER

     

    Section
2.1           Voting of Sponsor
Securities.

     

    (a)           Sponsor,
as a holder of Post-IPO Shares, if any, hereby agrees that from and after the
date hereof until the earlier of (i) receipt of the Company Stockholder
Approval and (ii) the termination of the Merger Agreement in accordance
with its terms, at any Company Stockholders Meeting, or in connection with any
written consent of the Company’s stockholders, Sponsor will (A) appear at
such Company Stockholders Meeting or otherwise cause his Post-IPO Shares, if
any, to be counted as present thereat for purposes of calculating a quorum and
(B) vote or cause to be voted (including by written consent, if applicable)
all of his Post-IPO Shares, if any, (1) for approval and adoption of the
Merger Agreement and the transactions contemplated by the Merger Agreement
(without regard to any Change in Recommendation), (2) against any
Acquisition Proposal, without regard to the terms of such Acquisition Proposal,
or any other transaction, proposal, agreement or action made in opposition to
adoption of the Merger Agreement or in competition or inconsistent with the
Merger and the other transactions contemplated by the Merger Agreement,
(3) against any other action that is intended or could prevent, impede, or,
in any material respect, interfere with, delay the transactions contemplated by
the Merger Agreement, or (4) in favor of any other matter necessary to the
consummation of the transactions contemplated by the Merger
Agreement.

     

    (b)           Sponsor,
as a holder of Sponsor Warrants, if any, hereby agrees that from and after the
date hereof until the earlier of (i) receipt of the Company Stockholder
Approval and (ii) the termination of the Merger Agreement in accordance
with its terms, in connection with any Company Warrantholders Meeting or request
for written consent at or through which proxies or written consents of the
Company’s Warrant holders are solicited to approve and adopt the Warrant
Agreement Amendment, Sponsor will execute and deliver to the Company a proxy or
written consent, as applicable, with respect to Sponsor’s Sponsor Warrants, if
any, to consent to the Warrant Agreement Amendment.

     

    Section
2.2           No Restraint on Officer or
Director Action.  The agreements set forth herein shall in no
way restrict any director or officer in the exercise of his fiduciary duties as
a director or officer of the Company.  Each Sponsor has executed this
Agreement solely in his capacity as the beneficial owner of Sponsor Shares
and/or Sponsor Warrants and no action taken by any such director or officer
solely in such Person’s capacity as a director or officer of the Company shall
be deemed to constitute a breach of any provision of this
Agreement.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES

     

    Section
3.1           Representations and
Warranties of Sponsor.  Sponsor hereby represents and warrants
to the Company and the Pine River Parties as follows:

     

    (a)           Sponsor
has all requisite legal capacity or other power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.  This Agreement has been duly executed and delivered by
Sponsor and, assuming this Agreement constitutes a valid and binding obligation
of the Company and the Pine River Parties, constitutes a valid and binding
obligation of Sponsor enforceable against the Sponsor in accordance with its
terms, except that (i) such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium, or other similar laws now or hereafter
in effect, and (ii) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought.  Except for such informational filings with the Securities
and Exchange Commission as may be necessary under the Exchange Act, neither the
execution, delivery or performance of this Agreement by Sponsor nor the
consummation by Sponsor of the transactions contemplated hereby will
(i) require Sponsor to make any filing with, or obtain any permit,
authorization, consent or approval of, any Governmental Entity, (ii) result
in a violation or breach of, or constitute (with or without due notice or lapse
of time or both) a default under, or give rise to any right of termination,
amendment, cancellation or acceleration under, or result in the creation of any
Lien upon any of the properties or assets of the Sponsor under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, lease,
license, permit, concession, franchise, contract, agreement or other instrument
or obligation to which Sponsor is a party or by which Sponsor or any of
Sponsor’s properties or assets, including the Sponsor Shares or Sponsor
Warrants, may be bound (other than the Escrow Agreement) or (iii) result in
a violation by Sponsor of any Law applicable to Sponsor or any of Sponsor’s
properties or assets, including the Sponsor Shares or Sponsor
Warrants.

     

    (b)           The
Sponsor Shares, if any, set forth opposite such Sponsor’s name on Exhibit A hereto and
the certificates representing such Sponsor Shares are held of record or
beneficially by the Sponsor and the Sponsor has good and marketable title to
such Sponsor Shares, free and clear of any Liens, proxies, voting trusts or
agreements, understandings or arrangements, except for any such Liens arising
hereunder or under the Escrow Agreement.  Neither the Sponsor nor any
affiliate of the Sponsor owns of record or beneficially any securities of the
Company, or any options, warrants or rights exercisable for securities of the
Company, other than the Shares and Warrants set forth on Exhibit A
hereto.  Other than under this Agreement, neither Sponsor nor any
affiliate of Sponsor has granted or appointed any proxy, power of attorney or
other rights (except any expired or effectively revoked proxy) with respect to
any Sponsor Shares.

     

    (c)           The
Sponsor Warrants, if any, set forth opposite such Sponsor’s name on Exhibit A hereto and
the certificates representing such Sponsor Warrants are now, and until the
Expiration Date will be, held of record or beneficially by Sponsor, and Sponsor
has good and marketable title to such Sponsor Warrants, free and clear of any
Liens, proxies, voting trusts or agreements, understandings or arrangements,
except for any such Liens arising hereunder or under the Subscription Agreement,
dated as of October 12, 2007, relating to the purchase of the Sponsor
Warrants.  Other than under this Agreement, neither Sponsor nor any
affiliate of Sponsor has granted or appointed any proxy, power of attorney or
other rights (except any expired or effectively revoked proxy) with respect to
any such Sponsor Warrants.

     

    (d)           No
broker, investment banker, financial advisor or other person is entitled to any
broker’s, finder’s, financial advisor’s or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Sponsor.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (e)           Sponsor
understands and acknowledges that Pine River, Parent and Merger Sub are entering
into the Merger Agreement in reliance upon Sponsor’s execution and delivery of
this Agreement.

     

    (f)           As
of the date of this Agreement, there is no litigation, suit, claim, action,
proceeding or investigation pending or, to the knowledge of Sponsor, threatened
against Sponsor, or any property or asset of Sponsor, before any Governmental
Entity that (i) seeks to delay or prevent the consummation of the
transactions contemplated by this Agreement, the Merger Agreement or the Warrant
Agreement Amendment or (ii) relates to the Sponsor Shares or the Sponsor
Warrants.

     

    Section
3.2          Representations and
Warranties of the Company.  The Company represents and warrants
to Sponsor and the Pine River Parties as follows: (a) this Agreement has
been duly and validly authorized by the Company, including by its board of
directors, (b) this Agreement has been duly executed and delivered by a
duly authorized officer or other representative of the Company,
(c) assuming this Agreement constitutes a valid and binding agreement of
the other parties, this Agreement constitutes a valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms, and
(d) except for such informational filings with the Securities and Exchange
Commission as may be necessary under the Exchange Act, neither the execution,
delivery or performance of this Agreement by the Company nor the consummation by
the Company of the transactions contemplated hereby will (i) require the
Company to make any filing with, or obtain any permit, authorization, consent or
approval of, any Governmental Entity, (ii) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a
default under, or give rise to any right of termination, amendment, cancellation
or acceleration under, or result in the creation of any Lien upon any of the
properties or assets of the Company under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, license, permit,
concession, franchise, contract, agreement or other instrument or obligation to
which the Company is a party or by which the Company or any of its properties or
assets may be bound, other than, the Escrow Agreement or (iii) result in a
violation by the Company of any Law applicable to the Company or any of its
properties or assets.

     

    Section
3.3           Representations and
Warranties of the Pine River Parties.

     

    (a)           Each
of the Pine River Parties represents and warrants to Sponsor and the Company as
follows:  (a) this Agreement has been duly and validly authorized
by such party (including by its board of directors or other applicable governing
body), (b) this Agreement has been duly executed and delivered by a duly
authorized officer or other representative of such party, (c) assuming this
Agreement constitutes a valid and binding agreement of the other parties, this
Agreement constitutes a valid and binding agreement of such party, enforceable
against such party in accordance with its terms, and (d) except for such
informational filings with the Securities and Exchange Commission as may be
necessary under the Exchange Act, neither the execution, delivery or performance
of this Agreement by such party nor the consummation by such party of the
transactions contemplated hereby will (i) require such party to make any
filing with, or obtain any permit, authorization, consent or approval of, any
Governmental Entity, (ii) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default under, or give
rise to any right of termination, amendment, cancellation or acceleration under,
or result in the creation of any Lien upon any of the properties or assets of
such party under, any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, lease, license, permit, concession, franchise, contract,
agreement or other instrument or obligation to which such party is a party or by
which such party or any of such party’s properties or assets may be bound or
(iii) result in a violation by such party of any Law applicable to such
party or any of such party’s properties or assets.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    (b)  Parent represents and
warrants to Sponsor that the Sub-Management Agreement among PRCM Advisers LLC,
CLA Founders LLC and Pine River to be entered into on the Closing has been duly
authorized and approved by all necessary action of Parent.

    


    ARTICLE
IV

     

    SHARE
CANCELLATION AND OTHER
AGREEMENTS

     

    Section
4.1           Surrender and Cancellation
of Securities.  On or prior to the Closing Date, Sponsor shall
cause the Company to instruct its transfer agent to cancel all of the Sponsor
Shares set forth opposite Sponsor’s name on Exhibit A hereto, but not including
any Post-IPO Shares beneficially owned or acquired by the Sponsor whether
acquired directly or indirectly, (the “Cancellation
Securities”), except that after the Closing, Sponsor will continue to
hold Sponsor’s Sponsor Warrants, subject to the revision of the terms of such
Warrants pursuant to the Warrant Agreement Amendment. On the Closing Date the
transfer agent shall cancel such Cancellation Securities in accordance with
Section 3.1(c) of the Merger Agreement, if not previously
cancelled.  Without limiting the provisions of Section 5.1, Sponsor
hereby agrees to execute such additional documents and to provide the Company or
its transfer agent with any further assurances as may be necessary to effect the
cancellation of the Cancellation Securities.

     

    Section
4.2          Sub-Management
Agreement.  Pine River, the Manager and Sponsor agree that on
the date of this Agreement, Pine River, the Manager and CLA Founders LLC shall
enter into the sub-management agreement (the “Sub-Management
Agreement”) attached hereto as Exhibit
C.

     

    Section
4.3           Escrow Agreement
Termination.  The Company and Sponsor agree that on or prior to
the Closing Date, the Company, Citigroup Global Markets Inc. and each Sponsor
shall enter into an agreement to terminate the Escrow Agreement effective on the
Closing Date.

     

    Section
4.4           Registration Rights
Agreement.  Pine River, the Company and Sponsor agree that on
or prior to the Closing Date, Pine River, the Parent and Sponsor shall enter
into Registration Rights Agreement in form to be agreed upon by the parties
thereto.

     

    ARTICLE
V

     

    Section
5.1           Further
Assurances.  Subject to the terms and conditions of this
Agreement, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws to consummate and
make effective the transactions contemplated hereby.  At the other
party’s reasonable request and without further consideration, each party hereto
shall execute and deliver such additional documents and take all such further
lawful action as may be necessary or desirable to consummate and make effective,
in the most expeditious manner practicable, the transactions contemplated
hereby. Sponsor acknowledges that Parent and the Company may disclose
information regarding Sponsor, this Agreement and the transactions contemplated
hereby in filings required to be made by Parent and/or the Company under the
Securities Act or the Exchange Act.

     

    Section
5.2           Assignment; Binding
Effect.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties.  Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    Section
5.3           Termination.  This
Agreement, and all rights and obligations of the parties hereunder, shall
terminate on the Expiration Date.  Nothing in this Section 6.3
shall relieve any party from liability for willful breach of this
Agreement.

     

    Section
5.4           Stop
Transfer.  The Company shall not register the transfer of any
certificate representing Sponsor’s Sponsor Shares or Sponsor Warrants unless
such transfer is made in accordance with the terms of this
Agreement.

     

    Section
5.5           Expenses.  Except
as otherwise provided in this Agreement or in the Merger Agreement, each party
shall bear its own expenses in connection with the transactions contemplated by
this Agreement.

     

    Section
5.6           Amendments.  This
Agreement may be amended by the parties hereto, by duly authorized action
taken.  This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties hereto.

     

    Section
5.7           Extension;
Waiver.  The parties hereto may (i) extend the time for
the performance of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto or
(iii) waive compliance with any of the agreements or conditions contained
herein.  Any agreement on the part of a party hereto to any such
extension or waiver shall be valid only if set forth in a written instrument
signed on behalf of such party.  The failure of any party to this
Agreement to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of those rights.

     

    Section
5.8           Notice.  All
notices and other communications hereunder shall be in writing and shall be
deemed given upon receipt by the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):

     

    
      
        	
                 
      

              	
                (i)

              	
                if
      to any Pine River Party, to:

                  
      

                
                  Pine
      River Capital Management LP

                  601
      Carlson Parkway, Suite 330

                  Minnetonka,
      MN 55305

                  Attention:  Tim
      O’Brien

                  Facsimile:  (612)
      238-3301

                

              
	 	 	 
	 	 	with
      a copy to: 
	 	 	 
	 	 	      
                Clifford
      Chance US LLP

                31
      West 52nd
      Street

                New
      York, New York 10019

                Attention:  Jay
      Bernstein and Brian Hoffmann

                Facsimile:  (212)
      878-8375 

              


      

    

     

    
      	
               
      

            	
              (ii)

            	
              if
      to the Company, to:

               
      

              
                Capitol
      Acquisition Corporation

                509
      7th Street, NW

                Washington,
      D.C.  20004

                Attention:  Mark
      Ein

                Facsimile:
      (202) 654-7063

              

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    with a
copy to:

     

    Graubard
Miller

    The
Chrysler Building

    405
Lexington Avenue

    New York,
NY 10174-1901

    Attention:  David
Alan Miller

    Facsimile:  (212)
818-8881

     

    and

     

    Latham
& Watkins LLP

    555
Eleventh Street, N.W.

    Washington,
DC 20004

    Attention:  Paul
F. Sheridan, Jr.

                      David
I. Brown

    Facsimile:  202-637-2201

     

    and

     

    
      	
               
      

            	
              (iii)

            	
              if
      to Sponsor, to the address set forth under the name of Sponsor on the
      signature pages hereto (or at such other address for Sponsor as shall be
      specified by like notice)

            


    

     

    
      	
               
      

            	
              with
      a copy to:

            


    

     

    Graubard
Miller

    The
Chrysler Building

    405
Lexington Avenue

    New York,
NY 10174-1901

    Attention:  David
Alan Miller

    Facsimile:  (212)
818-8881

     

    and

    


    Latham
& Watkins LLP

    555
Eleventh Street, N.W.

    Washington,
DC 20004

    Attention:  Paul
F. Sheridan, Jr.

    
      	
               
      

            	
                                David
      I. Brown

            


    

    
      	
               
      

            	
              Facsimile:  202-637-2201

            


    

     

    Section
5.9           Interpretation.  Words
used herein, regardless of the number and gender specifically used, shall be
deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine or neuter, as the context
requires.  When a reference is made in this Agreement to an Article or
a Section, such reference shall be to an Article or a Section of this Agreement
unless otherwise indicated.  The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  This Agreement is the result of the
joint efforts of the Pine River Parties, the Company, and Sponsor and each
provision hereof has been subject to the mutual consultation, negotiation and
agreement of the parties and there shall be no construction against any party
based on any presumption of that party’s involvement in the drafting
thereof.  The words “include”, “includes” or “including” shall be
deemed to be followed by the words “without limitation.”  A
“subsidiary” of any person means another person, an amount of the voting
securities, other voting ownership or voting partnership interests of which is
sufficient to elect at least a majority of its Board of Directors or other
governing body (or, if there are no such voting interests, 50% or more of the
equity interests of which) is owned directly or indirectly by such first
person.  The term “ordinary course of business” (or similar terms)
shall be deemed to be followed by the words “consistent with past
practice.”


    
      
         


      

      
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    Section
5.10          Counterparts.  This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when two or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.  This Agreement shall be binding upon Sponsor upon the
execution of this Agreement by the Pine River Parties, the Company and
Sponsor.

     

    Section
5.11          Entire Agreement; No
Third-Party Beneficiaries.  This Agreement (including the
documents and the instruments referred to herein, including, for the avoidance
of doubt, the Merger Agreement, the Escrow Agreement Amendment, the Revenue
Sharing Agreement and the Registration Rights Agreement) (a) constitutes
the entire agreement and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof, and (b) is not intended to confer upon any person other than the
parties hereto any rights or remedies hereunder.

     

    Section
5.12          Severability.  This
Agreement shall be deemed severable; the invalidity or unenforceability of any
term or provision of this Agreement shall not affect the validity or
enforceability of the balance of this Agreement or of any other term hereof,
which shall remain in full force and effect.  If of any of the
provisions hereof are determined to be invalid or unenforceable, the parties
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible.

     

    Section
5.13          Enforcement.  The
parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached.  It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement, in addition to any other remedy to which they are entitled at
law or in equity, including damages, which shall include reasonable
out-of-pocket expenses and any other damages actually suffered.  THE PARTIES HEREBY (i) SUBMIT TO
THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN THE STATE OF
DELAWARE AND AGREE NOT TO BRING ANY ACTIONS RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY IN ANY OTHER COURT, OTHER THAN TO ENFORCE THE
JUDGMENTS OF SUCH COURTS, (ii) AGREE NOT TO OBJECT TO VENUE IN SUCH COURTS
OR TO CLAIM THAT SUCH FORUM IS INCONVENIENT AND (iii) AGREE THAT NOTICE OR
THE SERVICE OF PROCESS IN ANY PROCEEDING SHALL BE PROPERLY SERVED OR DELIVERED
IF DELIVERED IN THE MANNER CONTEMPLATED BY SECTION 5.13 HEREOF.  IN
ADDITION, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO TRIAL BY JURY WITH
RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    Section
5.14          Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY
APPLICABLE CONFLICTS OF LAW.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    Section
5.15          Publicity.  Except
as otherwise required by law, court process or the rules of any applicable
securities exchange or as contemplated or provided elsewhere herein, no party
hereto shall issue any press release or otherwise make any public statement with
respect to the transactions contemplated by this Agreement without prior
consultation with the other parties hereto.

     

    [SIGNATURE
PAGES FOLLOW]


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, each party has duly signed this Agreement, all as of the date
first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                PINE
      RIVER PARTIES:

                              
	 
      
	
                                PINE
      RIVER CAPITAL MANAGEMENT L.P.

                              
	 
      	 
      
	
                                By:

                              	
                                /s/
      Jeff Stolt

                              
	 
      	
                                Name:
      Jeff Stolt

                              
	 
      	
                                Title:
      Chief Financial Officer

                              
	 
      	 
      
	
                                TWO
      HARBORS INVESTMENT CORP.

                              
	 
      	 
      
	
                                By:

                              	
                                /s/
      Thomas Siering

                              
	 
      	
                                Name:
      Thomas Siering

                              
	 
      	
                                Title:
      President

                              
	 
      	 
      
	
                                TWO
      HARBORS MERGER CORP.

                              
	 
      	 
      
	
                                By:

                              	
                                /s/
      Thomas Siering

                              
	 
      	
                                Name:
      Thomas Siering

                              
	 
      	
                                Title:  President
      and Chief Executive Officer

                              
	 
      	 
      
	
                                PRCM
      ADVISERS LLC

                              
	 
      	 
      
	 
      	
                                 
      By Pine River Capital Management, L.P., Member

                              
	 
      	 
      
	
                                By:

                              	
                                /s/
      Jeff Stolt

                              
	 
      	
                                Name:
      Jeff Stolt

                              
	 
      	
                                Title:
      Chief Financial Officer

                              
	 
      	 
      
	
                                THE
      COMPANY:

                              
	 
      	 
      
	
                                CAPITOL
      ACQUISITION CORP.

                              
	 
      	 
      
	
                                By:

                              	
                                /s/
      Mark Ein

                              
	 
      	
                                 Name:

                              
	 
      	
                                 Title:

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    (Signature
Page to Sponsors’ Voting and Support Agreement)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      SPONSOR:

                    
	 
      	 
      
	
                      By:

                    	
                      /s/
      Amanda G. Eilian

                    
	 
      	
                      Name:    Amanda
      G. Eilian

                    
	 
      	
                      Address:

                    


            

          

        

      

    

     

    (Signature
Page to Sponsors’ Voting and Support Agreement)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    EXHIBIT
A

     

    BENEFICIAL AND RECORD
OWNERSHIP OF SPONSOR SECURITIES

     

    Equity
Interests of Sponsors

    


    
      
        	 
      	 	
                
                  Shares

                

              	 	 	
                
                  Warrants

                

              	 
	 
      	 	 	 	 	 	 
	
                Lawrence
      Calcano                                                                 

              	 	 	196,868	 	 	 	250,000	 
	
                Capitol
      Acquisition Management LLC

              	 	 	5,938,836	 	 	 	—	 
	
                Brooke
      B.
      Coburn                                                                 

              	 	 	32,812	 	 	 	100,000	 
	
                Amanda
      Eilian                                                                 

              	 	 	—	 	 	 	160,000	 
	
                Mark
      D.
      Ein                                                                 

              	 	 	—	 	 	 	3,040,000	 
	
                Richard
      C.
      Donaldson                                                                 

              	 	 	65,623	 	 	 	200,000	 
	
                Raul
      J.
      Fernandez                                                                 

              	 	 	65,623	 	 	 	750,000	 
	
                Miles
      Gilburne                                                                 

              	 	 	—	 	 	 	—	 
	
                Dr.
      Jeong H.
      Kim                                                                 

              	 	 	32,812	 	 	 	750,000	 
	
                Ted
      Leonsis                                                                 

              	 	 	32,812	 	 	 	100,000	 
	
                Hugh
      Panero                                                                 

              	 	 	32,812	 	 	 	100,000	 
	
                Arno
      Penzias                                                                 

              	 	 	32,812	 	 	 	200,000	 
	
                Piyush
      Sodha                                                                 

              	 	 	65,623	 	 	 	1,000,000	 
	
                Thomas
      E.
      Wheeler                                                                 

              	 	 	32,812	 	 	 	100,000	 
	
                ZG
      Ventures
      LLC                                                                 

              	 	 	32,812	 	 	 	250,000	 
	
                TOTAL                                                                 

              	 	 	6,562,257	 	 	 	7,000,000	 


      

    

     

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    EXHIBIT
B

     

    WARRANT AGREEMENT
AMENDMENT


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    

     

    EXHIBIT
C

    


    SUB-MANAGEMENT
AGREEMENT


    
      
         


      

      
        C-1