Exhibit 10.5
CAPITOL ACQUISITION
CORP.
October 28, 2009
Ladenburg Thalmann & Co.
Inc.
520 Madison Avenue
9th Floor
New York, NY 10022
Dear Sirs:
Reference is made to that certain
Underwriting Agreement (the “ Underwriting Agreement
”), dated November 8, 2007, between Capitol Acquisition
Corp. (“ Company ”) and Citigroup Global Markets
Inc., as representative of the underwriters, including Ladenburg
Thalmann & Co. Inc. (“ Ladenburg ”), in
the Company’s initial public offering (“ IPO
”) and the letter agreement (the “ Letter
Agreement ”) entered into between the Company and
Ladenburg on June 10, 2009. Capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed to them
in the Underwriting Agreement.
The Company and Two Harbors
Investment Corp. (“Two Harbors”) have entered into a
business combination transaction (the “ Transaction
”). In connection with the Transaction, Ladenburg (acting for
itself and not on behalf of the other Underwriters) hereby agrees
to waive the Deferred Discount it is entitled to pursuant to
Sections 2(c) and (dd) of the Underwriting Agreement, and in lieu
thereof, receive a fee equal to $1,500,000 payable upon the
consummation of the Transaction.
Additionally, if, following the
consummation of the Transaction, the Company or Two
Harbors,
