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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”)


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