Exhibit 10.7
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this “ Agreement ”) is dated as of May 14, 2008, by and among American
Capital Agency Corp., a Delaware corporation (the “ Issuer ”) and American Capital Strategies, Ltd., a Delaware corporation (the
“ Purchaser ”).
W I T N E S S E T H:
WHEREAS, the Issuer is entering into an underwriting agreement on the date hereof (the “ Underwriting Agreement
”), a copy of which is attached hereto as Annex I , with the underwriters named therein (the “ Underwriters ”) pursuant to which
the Issuer will, subject to the satisfaction of the terms and conditions set forth in the Underwriting Agreement, issue and sell to
the Underwriters of 10,000,000 shares (the “ IPO Shares ”) of common stock, par value $0.01 per share, of the Issuer (the “
Common Stock ”) in connection with an offering to the public (the “ IPO ”) of the IPO Shares for $20.00 per share (the “ IPO
Price ”); and
WHEREAS, subject to the consummation of the Issuer’s agreement to issue and sell the IPO Shares to the
Underwriters upon the satisfaction of the terms and conditions set forth in the Underwriting Agreement, the Purchaser desires
to purchase 5,000,000 shares of Common Stock at the IPO Price and the Issuer desires to issue and sell such shares to the
Purchaser.
NOW THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein
contained and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
PURCHASE AND SALE
1.1 Purchase and Sale of Subject Shares . Subject to (a) the terms and conditions set forth in this Agreement and
(b) the consummation of the Issuer’s agreement to issue and sell the IPO Shares to the Underwriters upon the satisfaction of
the terms and conditions set forth in the Underwriting Agreement (the “ IPO Closing ”), the Issuer agrees to issue the Purchaser
5,000,000 shares of Common Stock (the “ Subject Shares ”), and the Purch