Exhibit
10.3

    SUB-MANAGEMENT
AGREEMENT

     

    THIS SUB-MANAGEMENT AGREEMENT
(this “Agreement”), is
entered into as of October 28, 2009, by and among PRCM ADVISERS LLC, a Delaware
limited liability company (the “Manager”), CLA FOUNDERS LLC, a Delaware
limited liability company (the “Sub-Manager”), and
solely with respect to Sections 1, 9, 11(a), 14(a), 15, and 18 through 28, PINE
RIVER CAPITAL MANAGEMENT L.P., a Delaware limited partnership (“Pine River
Capital”).

     

    RECITALS

     

    WHEREAS, on the date hereof,
Two Harbors Investment Corp., a Maryland corporation (the “Company”), is
acquiring, through a merger (the “Merger”), Capitol
Acquisition Corp., a Delaware corporation (“Capitol”), pursuant
to an agreement and plan of merger, dated as of June 11, 2009, among Pine River
Capital, the Company, Two Harbors Merger Corp., a Delaware corporation, and
Capitol (the “Merger
Agreement”); and

    


    WHEREAS, on the date hereof,
the Manager, the Company, and Two Harbors Operating Company LLC, a Delaware
limited liability company (the “Operating Company”),
are entering into that certain Management Agreement, in all material respects in
the form attached as an exhibit to the Merger Agreement and dated as of the date
hereof (as amended from time to time, the “Management
Agreement”), pursuant to which the Manager will provide investment
advisory services to the Company and the Subsidiaries on the terms and
conditions set forth therein; and

    


    WHEREAS, the Manager wishes to
enter into this Agreement with the Sub-Manager in order to engage the
Sub-Manager to serve as a sub-advisor to the Manager to support the performance
of the Manager’s services under the Management Agreement on the terms and
conditions set forth herein; and

    


    WHEREAS, in connection with
the execution of this Agreement, Pine River Capital has agreed to provide the
Sub-Manager with opportunities to serve as a sub-advisor to (or to enter into
alternative arrangements with) the Manager on selected additional advisory
arrangements, on the terms and subject to the conditions set forth
herein.

     

    NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein,
the parties hereto agree as follows:

     

    1.           Definitions.  Capitalized
terms used herein without definition shall have the respective meanings ascribed
to them in the Management Agreement.  In addition, the following terms
have the following meanings assigned to them.

     

    “Affiliate” means,
with respect to any Person, any other Person that directly or indirectly
controls, is controlled by, or is under common control with, that Person. 
For purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling”, “controlled by” and “under common control
with”), with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting equity
securities or by contract or otherwise.

     

    “Agreement” means this
Sub-Management Agreement, as amended from time to time.


    
      
         


      

      
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    “Base Management Fee”
has the meaning set forth in the Management Agreement, provided that,
notwithstanding anything to the contrary in this Agreement, including without
limitation any requirement that the Base Management Fee have been earned or
received, for purposes of calculating any amount payable under this Agreement,
the Base Management Fee will be calculated without any reduction described in
the last sentence of the definition of “Base Management Fee” in the Management
Agreement.

     

    “Book Value” means (i)
in the case of the Company, the Stockholders’ Equity, and (ii) in the case of
any other Public Vehicle, the book value of such Public Vehicle used for
purposes of calculating the management and termination fees earned by the
Manager or any Pine River Manager pursuant to the management or advisory
agreement between such Public Vehicle and the Manager or any Pine River
Manager.

     

    “Capitol” has the
meaning set forth in the Recitals to this Agreement.

     

    “Cause” means a final
determination by a court of competent jurisdiction (a) that the Sub-Manager has
materially breached this Agreement that has a material adverse effect on the
Manager or the Company and such material breach has continued for a period of 30
days after receipt by the Sub-Manager of written notice thereof specifying such
breach and requesting that the same be remedied in such 30-day period, (b) that
an action taken or omitted to be taken by the Sub-Manager in connection with
this Agreement constitutes willful misconduct or gross negligence that results
in material harm to the Manager and/or the Company and such willful misconduct
or gross negligence has continued for a period of 30 days after receipt by the
Sub-Manager of written notice thereof specifying such willful misconduct or
gross negligence and requesting that the same be remedied in such 30-day period,
or (c) that an action taken or omitted to be taken by the Sub-Manager in
connection with this Agreement constitutes fraud that results in material harm
to the Manager and/or the Company.

     

    “Company” has the
meaning set forth in the Introductory Paragraph to this Agreement.

     

    “Final Payment” has
the meaning set forth in Section 11(b) of this Agreement.

     

    “Grant” has the
meaning set forth in Section 9(a) of this Agreement.

     

    “Indemnitor” has the
meaning set forth in Section 13(b) of this Agreement.

     

    “Independent Revenue
Sharer” means any Person who, in connection with a Pine River Manager’s
entry into a management agreement with a Public Vehicle (other than the
Company), is offered a Grant so long as (i) such Person is not an Affiliate of
Pine River Capital, the Manager or any of their respective Affiliates, and (ii)
neither Pine River Capital, the Manager nor any of their respective Affiliates
has any pecuniary interest (through contract, equity or debt interests or
otherwise) in such Person or the Grant offered to such Person; provided, that “Independent Revenue
Sharer” shall not include any Person who is offered a Grant in connection with
the financing or recapitalization of the Manager.

     

    “Interest Rate” means
the current (as of the Termination Date) London Interbank Offered Rate as quoted
by Citibank, N.A. (or any successor entity thereto) for interest periods of one
year, plus 200 basis points per annum, compounding quarterly.

     

    “Management Agreement”
has the meaning set forth in the Recitals to this Agreement.

     

    “Manager” has the
meaning set forth in the Introductory Paragraph of this
Agreement.


    
      
         


      

      
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    “Mark Ein Control
Persons” means, collectively: (i) Mark D. Ein, (ii) any Affiliate of Mark
D. Ein, including without limitation Leland Investments, Inc., and (iii) upon
Mark D. Ein’s death or disability, if applicable, any executors, attorneys in
fact, or administrators of Mark D. Ein or his estate, or any trustee (whether or
not as a testamentary trustee or as a successor trustee under a non-testamentary
trust).

    


    “Mark Ein Related
Persons” means, collectively: (i) Mark D. Ein, (ii) any Affiliates of
Mark D. Ein, including without limitation Leland Investments, Inc., (iii) any
trusts (or trustees thereof), family limited partnerships or other estate
planning vehicles over which one or more Mark Ein Control Persons exercise
control, (iv) upon Mark D. Ein’s death or disability, if applicable, any
executors, attorneys in fact, administrators, testamentary trustees, legatees or
beneficiaries of Mark D. Ein or his estate, or any trust formed by either, and
(v) to the extent any Mark Ein Control Person retains voting control over the
applicable interest, any charitable trust, organization or entity.

    


    “Merger” has the
meaning set forth in the Recitals to this Agreement.

     

    “Merger Agreement” has
the meaning set forth in the Recitals to this Agreement.

     

    “Notice Date” has the
meaning set forth in Section 9(c) of this Agreement.

     

    “Operating Company”
has the meaning set forth in the Recitals to this Agreement.

     

    “Pine River Capital”
has the meaning set forth in the Introductory Paragraph of this
Agreement.

     

    “Pine River Manager”
has the meaning set forth in Section 9(a) of this Agreement.

    


     “Public Vehicle” means
an entity (a) (i) whose common equity securities are publicly issued or traded
or (ii) that issues securities in an offering that expressly contemplates such
securities (or other securities of such entity issued in exchange therefor or
conversion thereof) being listed on a national securities exchange at a future
date and (b) that is a REIT or other entity the business of which involves
making investments in securities and other financial assets, including without
limitation publicly traded REITs and closed-end
funds.  Notwithstanding the foregoing, and without limiting the
foregoing, “Public Vehicle” shall not include (i) any company that is primarily
an operating business, (ii) Pine River Capital or any of its Affiliates, any of
the private investment funds currently managed by Pine River Capital and any
similar private investment vehicles that Pine River may in the future manage, or
any successor to any of the foregoing, (iii) any vehicle that is externally
managed by the Company or any other Public Vehicle with respect to which the
Sub-Manager has an effective agreement in place in accordance with Section
9(a),  (iv) a bank, savings and loan company, other thrift or
insurance company or other similar operating financial institution, or (v) any
entity whose sole material business is the management of private investment
vehicles.

     

    “Section 409A
Penalties” has the meaning set forth in Section 29 of this
Agreement.

    


    “Services” has the
meaning set forth in Section 3(a) of this Agreement.

     

    “Sub-Manager” has the
meaning set forth in the Introductory Paragraph of this Agreement.

     

    “Sub-Manager Base Management
Fee” means a base management fee equal to the sum of (i) 20%, calculated
and paid (in cash) quarterly in arrears, of the Base Management Fee earned by
the Manager or its assignee under the Management Agreement with respect to the
first $1 billion of the Stockholders’ Equity and (ii) 10%, calculated and paid
(in cash) quarterly in arrears, of the Base Management Fee earned by the Manager
or its assignee under the Management Agreement with respect to the Stockholders’
Equity in excess of $1 billion; provided, that such reference to quarterly
calculation and payment shall be amended without further action of the parties
hereto to read “monthly” to the extent the Management Agreement is amended or
modified to provide for payments on a monthly basis.


    
      
         


      

      
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    “Sub-Manager Indemnified
Party” has the meaning set forth in Section 13(a) of this
Agreement.

     

    “Sub-Manager Termination
Fee” means a termination fee equal to the sum of (i) 20% of the
Termination Fee earned by the Manager or its assignee under the Management
Agreement with respect to the first $1 billion of the Stockholders’ Equity and
(ii) 10% of the Termination Fee earned by the Manager or its assignee under the
Management Agreement with respect to Stockholders’ Equity in excess of $1
billion.

     

    “Termination Date” has
the meaning set forth in Section 11(a) of this Agreement.

     

    2.           Appointment.  The
Manager hereby appoints the Sub-Manager to serve as sub- advisor on the terms
and conditions set forth in this Agreement, and the Sub-Manager hereby accepts
such appointment.

     

    3.           Duties of the
Sub-Manager.

     

    (a)           The
Sub-Manager shall provide the following services (the “Services”) to support
the Manager’s performance of services to the Company under the Management
Agreement, in each case upon reasonable request by the Manager:

     

    (i)           serving
as a consultant to the Manager with respect to the periodic review of the
Guidelines;

     

    (ii)          identifying
for the Manager potential new lines of business and investment opportunities for
the Company;

     

    (iii)         identifying
for and advising the Manager with respect to selection of independent
contractors that provide investment banking, securities brokerage, mortgage
brokerage and other financial services, due diligence services, underwriting
review services, legal and accounting services, and all other services as may be
required relating to the Investments;

     

    (iv)         advising
the Manager with respect to the Company’s stockholder and public relations
matters;

     

    (v)          advising
and assisting the Manager with respect to the Company’s capital structure and
capital raising; and

     

    (vi)         advising
the Manager on negotiating agreements relating to programs established by the
U.S. government, including the Term Asset-Backed Securities Lending
Facility.

     

    Notwithstanding
anything in this Agreement to the contrary, the Manager shall remain primarily
and directly responsible for the provision of all services provided to the
Company under the Management Agreement.  Without limiting the
foregoing, the Manager shall be solely responsible for (i) identifying and
consummating all Investments to be made by the Company and the Subsidiaries,
(ii) any and all portfolio monitoring or reporting services to be provided to
the Company and (iii) any matters relating to the Company’s REIT qualification
for U.S. federal income tax purposes or the status of the Company and its
Affiliates under the Investment Company Act.


    
      
         


      

      
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    (b)           The
Sub-Manager shall, and shall cause its officers and employees to, devote such
portion of its and their time to the provision of the Services to the Manager as
necessary for the proper performance of all of the Services
hereunder.

     

    4.           Authority of the
Sub-Manager.  The Sub-Manager is not authorized to advise or
bind the Company or to enter into any agreements relative to the Company, and,
with respect to the Manager, is to act only as an advisor to the Manager, upon
reasonable request.  The Sub-Manager shall have no obligation or
authority under the Management Agreement.

     

    5.           Confidentiality.  The
Sub-Manager and the Manager shall each keep confidential any nonpublic
information obtained in connection with the Services rendered under this
Agreement and shall not disclose any such information (or use the same except in
furtherance of its duties under this Agreement), except: (i) to the other
party hereto and its respective employees, officers, directors, consultants or
advisors; (ii) with the prior written consent of the other party hereto; or
(iii) as required by law or legal process. The foregoing shall not apply to
information which has previously become available through the actions of a
Person not resulting a violation this Section 5 or to any information
within the public domain or, for the avoidance of doubt, with respect to
Sub-Manager’s or its Affiliates’ business enterprises unrelated to the Services
or the Company. The provisions of this Section 5 shall survive the
expiration or earlier termination of this Agreement for a period of one
year.

     

    6.           Fees.

     

    (a)           As
compensation for all Services performed by the Sub-Manager under this Agreement,
the Manager shall pay the Sub-Manager (i) the Sub-Manager Base Management
Fee; and (ii) in recognition of the level of the upfront effort and
commitment of resources required by the Sub-Manager in connection with this
Agreement, either the Sub-Manager Termination Fee or the Final Payment, in each
case pursuant to the terms set forth herein.  Payment of the
Sub-Manager Base Management Fee by the Manager to the Sub-Manager for any
quarter shall be contingent upon the receipt by the Manager of the Base
Management Fee under the Management Agreement for such quarter.  The
Sub-Manager Base Management Fee shall be payable by the Manager to the
Sub-Manager within five (5) days of receipt by the Manager of the Base
Management Fee.  Payment of the Sub-Manager Termination Fee by the
Manager to the Sub-Manager shall be contingent upon the receipt by the Manager
of the Termination Fee under the Management Agreement.  Subject to the
provisions of Section 11, the Sub-Manager Termination Fee shall be payable by
the Manager to the Sub-Manager within five (5) days of receipt by the Manager of
the Termination Fee.  Payment of the Final Payment shall be made in
accordance with the provisions of Section 11.

     

    (b)           The
Manager agrees that, without the approval of the Sub-Manager (which approval
will not be unreasonably withheld, delayed or conditioned), it shall not agree
to any modification of the Management Agreement that would both (i) amend or
waive (A) the terms of payments due to the Manager under the Management
Agreement or (B) the indemnification or expense reimbursement provisions of the
Management Agreement and (ii) have either (A) a disproportionately adverse
effect on the Sub-Manager or (B) a disproportionately positive result for the
Manager.


    
      
         


      

      
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    (c)           The
Manager agrees to use reasonable best efforts to collect the Base Management Fee
and the Termination Fee on a prompt and timely basis.

     

    (d)           The
Manager covenants that no payments made to the Sub-Manager under this Agreement
shall be deemed paid, directly or indirectly, from a “nonqualified entity” under
Section 457A of the Code.

     

    7.           Expenses.  The
Manager shall promptly submit any expenses incurred by the Sub-Manager on behalf
and at the request of the Manager that are eligible for reimbursement by the
Company pursuant to the terms of the Management Agreement to the Company for
reimbursement.  The Sub-Manager shall prepare a statement documenting
such eligible expenses of the Sub-Manager during each quarter, and shall deliver
such statement to the Manager within five (5) business days after the end of
each quarter.  The Manager shall reimburse the Sub-Manager for such
eligible expenses within five (5) days of receipt by the Manager of
reimbursement from the Company for such eligible expenses (provided, that a
failure to deliver such statement within such period shall not limit the rights
of the Sub-Manager hereunder except to the extent it prevents the Manager from
being reimbursed by the Company).  Reimbursement by the Manager to the
Sub-Manager for any expenses shall be contingent upon the receipt by the Manager
of reimbursement from the Company under the Management Agreement for such
expenses, and the Manager will pursue such reimbursement with substantially the
same level of effort that it pursues requests for its own reimbursement of
expenses.

     

    8.           Restrictions on
Transfer.

     

    (a)           The
Sub-Manager shall not directly transfer all or any portion of its right to
receive the Sub-Manager Base Management Fee, the Sub-Manager Termination Fee or
any of the amounts payable to the Sub-Manager under this Agreement (but
excluding proceeds thereof) to any other Person, without the prior written
consent of the Manager (which consent shall not be unreasonably withheld,
delayed or conditioned).

     

    (b)           The
consent of the Manager (which shall not be unreasonably be withheld, delayed or
conditioned) shall be required prior to a transfer of membership interests in
the Sub-Manager that would result in Mark Ein Related Persons, in the aggregate,
holding less than a majority in interest of the Sub-Manager.  The term
transfer as used in this Section 8(b) shall include any actions that may result
in any Mark Ein Related Person ceasing to be a Mark Ein Related
Person.


    
      
         


      

      
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    9.           Other Public
Vehicles.

     

    (a)           During
the period from the date of the Merger Agreement through the Termination Date,
Pine River Capital represents and warrants that it has used, and agrees that it
shall use, as the case may be, commercially reasonable efforts to ensure that
the Manager is designated as the investment manager with respect to any Public
Vehicle to which Pine River Capital or its direct or indirect majority-owned
subsidiaries serves as external investment manager.  Subject in all
cases to Section 9(b) hereof, in the event that the Manager or any direct or
indirect majority-owned subsidiary of Pine River Capital is designated as the
investment manager (a “Pine River Manager”)
with respect to any other Public Vehicle, the Manager and the Sub-Manager shall
enter into good faith negotiations with regard to (a) an agreement pursuant to
which the Sub-Manager will be engaged as sub-manager with regard to the
management of such other Public Vehicle on substantially the terms set forth
herein or (b) alternative arrangements that are reasonably acceptable to both
the Manager and the Sub-Manager and that provide for substantially the same
proportionate compensation to the Sub-Manager as set forth herein and Pine River
Capital shall cause the Pine River Manager to provide the Sub-Manager with the
right to enter into such an agreement; provided, however, that (x) the payment
under such agreement that is comparable to the Final Payment will be payable in
connection with the fifth anniversary of the closing of the Merger (rather than
the fifth anniversary of the date of such agreement) and (y) if the Pine River
Manager grants to an Independent Revenue Sharer irrevocable and fully vested
contractual rights (a “Grant”) to a
percentage of the total fees payable under the Pine River Manager’s management
agreement with such Public Vehicle, then the fees to which the Sub-Manager is
entitled under its applicable agreement with the Pine River Manager with respect
to such Public Vehicle will be reduced by a percentage equal to the percentage
interest provided to such Independent Revenue Sharer in such Grant during the
life of such Grant.  If the Manager proposes any Grant in connection
with this Section 9(a), Pine River Capital will provide the Sub-Manager with all
information and certifications reasonably requested by the Sub-Manager,
including with respect to (x) whether the Person receiving the applicable Grant
is an Independent Revenue Sharer and (y) the terms and conditions of the
Grant.  In connection with any such Grant, to the extent that one or
both of the Sub-Manager and Pine River Capital parties believe in good faith
that the adjustment to the Sub-Manager’s fee under this Section 9(a) does not
fairly allocate the dilution between the parties, the parties will negotiate in
good faith to adjust the terms of such adjustment.  Notwithstanding
any delay in executing such agreement or arrangement, the Sub-Manager shall be
entitled to the accrual for payment of fees commencing upon the receipt of
management fees by the Manager or such Pine River Manager with regard to such
other Public Vehicle.  Neither Pine River Capital nor the Manager
shall have any obligations pursuant to the foregoing sentences of this Section
9(a) if the Sub-Manager remains in material breach of any provision of this
Agreement after written notice of such material breach delivered by the Manager
to the Sub-Manager; provided, however, upon cure by the Sub-Manager of any such
breach, Pine River Capital shall cause the applicable Pine River Manager to
negotiate in good faith with the Sub-Manager and provide the Sub-Manager with
the right to enter into an agreement described in this paragraph to the extent
that the Sub-Manager was, due to such breach, previously not entitled to enter
into such an agreement.

     

    (b)           Notwithstanding
any other provision of this Agreement, the Sub-Manager shall only be entitled to
receive (A) the sum of (i) 20% of the aggregate management fees earned by the
Manager and any Pine River Manager with respect to the first $1 billion of
aggregate Book Value of all Public Vehicles (including the Company) cumulatively
managed by the Manager and any Pine River Manager and (ii) 10% of the aggregate
management fees earned by the Manager and any Pine River Manager with respect to
the  aggregate Book Value of all Public Vehicles (including the
Company) cumulatively managed by the Manager and any Pine River Manager in
excess of $1 billion; (B) the sum of (i) 20% of the aggregate termination fees
earned by the Manager and any Pine River Manager with respect to the first $1
billion of aggregate Book Value of all Public Vehicles (including the Company)
cumulatively managed by the Manager and any Pine River Manager and (ii) 10% of
the aggregate termination fees earned by the Manager and any Pine River Manager
with respect to the  aggregate Book Value of all Public Vehicles
(including the Company) cumulatively managed by the Manager and any Pine River
Manager in excess of $1 billion; and
(C) the sum of the Final Payment and all comparable payments under other
agreements entered into by the Sub-Manager pursuant to Section
9(a).  Notwithstanding anything to the contrary contained herein with
regard to each of the Company and each Public Vehicle, the Sub-Manager shall not
be entitled to receive both a Termination Fee and a Final Payment with regard to
such entity.


    
      
         


      

      
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    (c)           Nothing
in this Agreement shall provide the Sub-Manager with any rights, obligations or
interests whatsoever with respect to the private capital management business of
Pine River Capital and its Affiliates; and Pine River and the Manager shall have
no rights, obligations or interests whatsoever with respect to any business of
the Sub-Manager, its members or their respective Affiliates, other than the
Services in respect of the Sub-Manager set forth in this
Agreement.  Without limiting the foregoing, the Sub-Manager shall have
(i) no rights with respect to any new private vehicles that Pine River Capital
or its Affiliates may form or manage during the term of this Agreement,
regardless of whether any such vehicles may invest in strategies similar to the
strategy of the Company or any Public Vehicle and (ii) no rights with respect to
any Public Vehicle that is externally managed by any management entity at the
time such management entity is acquired by Pine River Capital or its Affiliates
after the date of this Agreement, provided, however, that in
connection with any such acquisition, Pine River Capital shall, or shall cause
its applicable Affiliate to, offer to the Sub-Manager (which may assign the
right to accept this offer to any if its Affiliates in whole or in part) the
right to invest, on the same terms and conditions as Pine River Capital or its
applicable Affiliate (except that the Sub-Manager and/or any designated
Affiliate will be entitled to customary and reasonable minority investor
protections), in up to 20% of each class of securities of such management entity
acquired by Pine River Capital and its Affiliates, collectively, provided, further, that the
Sub-Manager and/or its designated Affiliates will have 45 days to accept such
offer after receiving written notice from Pine River Capital describing in
reasonable detail all the material terms of the offer (the “Notice Date”), and
will have 60 days to fund the purchase price if such offer is accepted after the
Notice Date. Subject to conflict of interest policies to be agreed upon between
the parties, nothing will limit the ability of Pine River Capital and its
Affiliates, or the Sub-Manager and its Affiliates, to enter into other
transactions, including (x) trading in the securities of special purpose
acquisition companies other than Capitol through one or more funds managed by
Pine River Capital or its Affiliates, (y) investing or trading in
securities, or pursing investment strategies, that are the same or similar to
those of the Company, or (z) subject to applicable law, pursuing any other
investment or opportunity that may be of interest to the Company.

     

    10.         Relationship of Sub-Manager,
Manager, Pine River Capital and Company.  The Manager and Pine
River Capital, on the one hand, and the Sub-Manager, on the other hand, are not
partners, members or joint venturers with each other nor with the Company, and
nothing in this Agreement shall be construed to make them such partners, members
or joint venturers or impose any liability as such on any of
them.  The relationship of the parties is intended to be contractual
and not fiduciary in nature.

     

    11.         Term and
Termination.

     

    (a)           This
Agreement shall terminate on the earliest to occur of (i) the fifth anniversary
of the closing of the Merger, (ii) the termination of the Management Agreement
by Company, or (iii) the effective date of the removal of the Sub-Manager for
Cause (the “Termination Date”);
provided that all rights and obligations with respect to any earned but unpaid
Sub-Manager Base Management Fee and any other amounts payable under this
Agreement with respect to periods prior to, on or in connection with the
Termination Date shall survive the termination of this Agreement; provided,
further, that, subject to the foregoing proviso, in the event of termination
pursuant to clause (i) or (iii) above, there shall be no Sub-Manager Termination
Fee paid to the Sub-Manager and, in the event of termination pursuant to clause
(ii) or (iii) above, there shall be no Final Payment paid to the
Sub-Manager.  If, in the event of a termination pursuant to clause
(ii) above, the Company or any of its Affiliates, on the one hand, and the
Manager or any Pine River Manager, on the other hand, enter into a new
management agreement effective within six months of such termination, this
Agreement will be deemed to apply with respect to such new management agreement,
and, without limiting the foregoing, for purposes of Section 9(a), the
Termination Date shall be deemed not to have occurred.  Pine River Capital
shall cause the applicable Pine River Manager, if it is not the Manager, to
assume the Manager’s obligations under this Agreement.  In the event
one or more of the Sub-Manager and the applicable Pine River
Manager believes in good faith that this Agreement should be amended
to reflect differences between the new management agreement and
the Management Agreement, the Sub-Manager and the applicable Pine River
Manager shall enter into good faith negotiations with regard to any such
appropriate amendments and Pine River Capital shall cause the Pine River Manager
to provide the Sub-Manager with the right to enter into any such
amendments.  In any such event Pine River Capital will provide the
Sub-Manager with all information and certifications reasonably requested by the
Sub-Manager.  Notwithstanding any delay in executing any such
amendment, the Sub-Manager shall be entitled to the accrual for payment of fees
(on the terms as so amended) commencing upon the receipt of management fees by
the Manager or such Pine River Manager with regard to such new
agreement.

     

    
      
         


      

      
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    (b)           If
the Termination Date occurs under Section 11(a)(i) above, subject to Section
14(b), the Sub-Manager shall receive a final payment (the “Final Payment”) of
7.7 times the annualized rate of (i.e., 30.8 times) the last
quarterly payment of the Sub-Manager Base Management Fee; provided that, (i) the
Final Payment shall be calculated and determined in accordance with Section
11(e) and (ii) for purposes of calculating the Final Payment, the last quarterly
Sub-Manager Base Management Fee payment shall be re-calculated to reverse any
reduction in Stockholders’ Equity that results, pursuant to clause (iii) of the
definition of Stockholders’ Equity in the Management Agreement, from any
repurchases of common stock of the Company that occurred in the 12-month period
prior to such termination. The Final Payment shall be paid on the date that is
60 days after the Termination Date (or, if such date is not a business day, the
next business day).  If during the six months following the
Termination Date, the Company raises new equity capital, then the Final Payment
will be recalculated to include the increase in Stockholders’ Equity resulting
from the issuance of such new equity capital, but reduced by any reductions in
Stockholders’ Equity occurring during such six-month period (other than any
reductions that, pursuant to the adjustment described above, would have been
excluded from the calculation of the termination payment if such reductions had
occurred during the 12 months preceding the Termination Date), with the net
increase in the amount of the Final Payment as re-calculated payable on the date
that is 60 days after the date that is six months after the Termination Date
(or, if such date is not a business day, the next business day).

     

    (c)           Upon
the termination of this Agreement (or in the case of a termination pursuant to
Section 11(a)(iii), the determination of termination in accordance with Section
14(b)), except to the extent inconsistent with applicable law, the Sub-Manager
shall as promptly as reasonably practicable (A) deliver to the Manager one copy
of all expense statements generated pursuant to Section 7 hereof covering the
period following the date of the last provision of such expense statements to
the Manager through the Termination Date; and (B) deliver to the Manager all
property and documents of the Company provided to or obtained by the Sub-Manager
pursuant to or in connection with this Agreement, including all copies and
extracts thereof in whatever form, then in the Sub-Manager’s possession or under
its control (provided that the Sub-Manager’s outside counsel may retain one copy
to be kept confidential and used solely for archival purposes).

     

    (d)           Subject
to other provisions of this Agreement, if the Sub-Manager is removed for Cause,
the effective date of a removal for Cause shall be the date upon which the
Manager shall have delivered to Sub-Manager both (i) written notice that the
Sub-Manager is being removed for Cause in accordance with the Sub-Management
Agreement, and (ii) a copy of the applicable final, non-appealable order
evidencing the required final determination of the court of competent
jurisdiction.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (e)           For
the purposes of calculating the Final Payment and the Sub-Manager Base
Management Fee on which the Final Payment is based, the Manager shall (i)
calculate Stockholders’ Equity (A) in accordance with (1) the books and records
of the Company and (2) the definition of Stockholders’ Equity in the Management
Agreement and (B) using the same accounting principles, policies, practices and
methodologies used in, and applied consistently with, the prior calculations of
Stockholders’ Equity under the Management Agreement, and (ii) shall otherwise
follow the past practices of the Manager and the Company with respect to
calculating Stockholders' Equity, in each case, subject to the adjustments
expressly provided for in Section 11(a). In connection with the calculation of
the Final Payment, upon the Manager’s calculation of the applicable Sub-Manager
Base Management Fee, the Manager shall promptly deliver to the Sub-Manager a
written statement setting forth in reasonable detail its calculation of the
Final Payment (including the applicable calculations of Sub-Manager Base
Management Fee and Stockholders’ Equity) and provide the Sub-Manager reasonable
access, during normal business hours and upon reasonable notice, to all work
papers, schedules, memoranda and other documents prepared or reviewed by the
Manager or by any of its representatives that are relevant to its calculation of
the Final Payment (or the applicable calculation of Sub-Manager Base Management
Fee or Stockholders’ Equity), and such access shall be provided promptly after
request by the Sub-Manager, and the Manager shall request that its accountants
communicate with the Sub-Manager and its representatives; provided, that the
Sub-Manager may be required to sign an “indemnification letter” in the form
generally used by the Manager’s accountant prior to receiving access to any
materials prepared by such accountant.  The Manager shall cause its
representatives to be available, during normal business hours and upon
reasonable notice, to the Sub-Manager to review the calculation of the Final
Payment (including the applicable Sub-Manager Base Management Fee or
Stockholders’ Equity).  In the event that the Sub-Manager disputes the
calculation of the Final Payment (including the calculation of the applicable
Sub-Manager Base Management Fee or Stockholders’ Equity), the Sub-Manager and
the Manager will use commercially reasonable efforts, and negotiate in good
faith, to promptly reach agreement as to the correct calculation of the Final
Payment.

     

    12.         Assignment.  The
Manager may not assign any of its rights and obligations under this Agreement,
except that the Manager may assign, in their entirety, its rights and
obligations under this Agreement to any third party upon the assignment of its
rights and obligations under the Management Agreement to such third party;
provided that both the assignee agrees in writing to assume all obligations
hereunder and the Manager shall continue to remain liable for its obligations to
the Sub-Manager hereunder.  The transfer of fees and other amounts
payable to the Sub-Manager under this Agreement shall be governed by Section
8(a).  Otherwise this Agreement shall not be assigned by any party
hereto without the prior written consent of the other parties.

     

    13.         Indemnification.  The
Manager will use commercially reasonable efforts to cause the Sub-Manager to be
indemnified by the Company in accordance with the Management
Agreement.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    14.         Remedies; Limitation of
Liability.

     

    (a)           Notwithstanding
any other provision of this Agreement, in no event shall Pine River Capital, the
Company or any of their Affiliates (including the Manager), on the one hand, or
the Sub-Manager, on the other hand, be responsible or liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether Pine
River Capital, the Company or their Affiliates, on the one hand, or the
Sub-Manager, on the other hand, has been advised of the likelihood of such loss
or damage and regardless of the form of action; provided, however, that in
connection with any dispute between Pine River or the Manager, on the one hand,
and the Sub-Manager, on the other hand, regarding the Sub-Manager’s right to
receive payments under this Agreement, (x) if the Sub-Manager is finally
determined to have been entitled to receive any amounts (not paid when due)
under this Agreement, the Sub-Manager will be entitled to (1) reimbursement of
reasonable costs and expenses (including attorneys’ fees) incurred in connection
with such dispute and collection of such amounts and (2) interest accruing at
the Interest Rate on such unpaid amounts from the date payment was originally
due until actually paid, and (y) if the Sub-Manager is finally determined not to
have been entitled to receive any amounts (not paid when due) under this
Agreement, the Manager will be entitled to reimbursement of reasonable costs and
expenses (including attorneys’ fees) incurred in connection with such
dispute.  Further, notwithstanding any other provision of this
Agreement, neither the Manager, Pine River Capital nor any of their respective
Affiliates shall be liable to the Sub-Manager for payment of a Sub-Manager Base
Management Fee, Sub-Manager Termination Fee or any similar compensation (other
than any Final Payment or other final payment) except to the extent that the
Manager, Pine River Capital or such Affiliate (as the case may be) or its
assignee has actually received a corresponding fee from corresponding Public
Vehicles (including the Company).  This Agreement may only be enforced
against, and any claim or cause of action based upon, arising out of, or related
to this Agreement or the transactions contemplated hereby may only be brought
against, the entities that are expressly named as parties hereto and then only
with respect to the specific obligations set forth herein with respect to such
party.  Except to the extent a named party to this Agreement (and then
only to the extent of the specific obligations undertaken by such named party in
this Agreement and not otherwise), no past, present or future director, officer,
employee, incorporator, member, partner, stockholder, Affiliate, agent,
attorney, advisor or representative or Affiliate of any of the foregoing shall
have any liability (whether in contract, tort, equity or otherwise) for any one
or more of the representations, warranties, covenants, agreements or other
obligations or liabilities of any one or more of the parties under this
Agreement (whether for indemnification or otherwise) of or for any claim based
on, arising out of, or related to this Agreement or the transactions
contemplated hereby.

     

    (b)           Notwithstanding
anything to the contrary in this Agreement, the Manager will not be entitled to
terminate the Agreement (except as expressly set forth in the termination
provisions above), withhold or offset amounts owed hereunder or otherwise seek
recourse against the Sub-Manager for any breach of this Agreement, except that
the Manager may seek payment of monetary damages to the extent a court of
competent jurisdiction finally determines such damages are awarded to the
Manager against the Sub-Manager as a result of Cause (and such damages exceed
any amounts released from escrow to the Manager in accordance with this Section
14(b)); provided that, in the event that the Manager has, in good faith in
accordance with this Agreement, initiated litigation with respect to Cause prior
to the fifth anniversary of the closing of the Merger, the Manager may, in lieu
of making payments to the Sub-Manager with respect to the Final Payment, but at
the time at which such payments would otherwise be required, deposit such
payments into an interest-bearing escrow arrangement reasonably satisfactory to
the Sub-Manager.  If Cause is finally determined to have occurred
prior to the fifth anniversary of the Merger, the amounts then in escrow will be
released to the Manager (and the Manager shall have no further obligation to
make payments with respect to the Final Payment).  If a court of
competent jurisdiction finally determines that no Cause occurred prior to the
fifth anniversary of the Merger, then the amounts then in escrow will be
released to the Sub-Manager, and the Manager will be responsible for any
additional amounts owing in respect of the Final Payment.

     

    15.         Representations and
Warranties of Pine River Capital and the Manager.  The Manager
and Pine River Capital each, severally and not jointly, hereby represents and
warrants to the Sub-Manager, as follows:


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (a)           It,
in the case of the Manager, is a limited liability company and, in the case of
Pine River Capital, is a limited partnership and, in any case, is duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and is qualified to do business in every jurisdiction in which the
failure to so qualify might reasonably be expected to have a material adverse
effect on the financial condition, operating results, assets, operations or
business prospects of it and its subsidiaries taken as a whole.  It
has all requisite corporate or other power and authority and all material
licenses, permits and authorizations necessary to own and operate its
properties, to carry on its businesses as now conducted and to carry out the
transactions contemplated by this Agreement.

     

    (b)           The
execution, delivery and performance of this Agreement has been duly authorized
by it.  This Agreement has been duly executed and delivered by it and,
assuming due execution and delivery by the Sub-Manager, constitutes a valid and
binding obligation of it, enforceable in accordance with its
terms.  The execution and delivery by it of this Agreement, and the
fulfillment of and compliance with the terms hereof by it, do not and will not
(i) conflict with or result in a breach of the terms, conditions or provisions
of, (ii) constitute a default under, (iii) result in the creation of any lien,
security interest, charge or encumbrance upon its capital stock or membership
interests, as applicable, or assets pursuant to, (iv) give any third party the
right to modify, terminate or accelerate any obligation under, (v) result in a
violation of, or (vi) require any authorization, consent, approval, exemption or
other action by or notice to any court or administrative or governmental body
pursuant to, its organizational documents, or any law, statute, rule or
regulation to which it is subject, or any agreement, instrument, order, judgment
or decree to which it is a party or by which it is bound.

     

    16.         Representations and
Warranties of the Sub-Manager.  The Sub-Manager hereby
represents and warrants to Pine River Capital and the Manager as
follows:

     

    (a)           The
Sub-Manager is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Delaware and is qualified to do
business in every jurisdiction in which the failure to so qualify might
reasonably be expected to have a material adverse effect on the financial
condition, operating results, assets, operations or business prospects of the
Sub-Manager taken as a whole.  The Sub-Manager has all requisite power
and authority and all material licenses, permits and authorizations necessary to
own and operate its properties, to carry on its businesses as now conducted and
to carry out the transactions contemplated by this Agreement.

     

    (b)           The
execution, delivery and performance of this Agreement has been duly authorized
by the Sub-Manager.  This Agreement has been duly executed and
delivered by the Sub-Manager and, assuming due execution and delivery by Pine
River Capital and the Manager, constitutes a valid and binding obligation of the
Sub-Manager, enforceable in accordance with its terms.  The execution
and delivery by the Sub-Manager of this Agreement, and the fulfillment of and
compliance with the terms hereof by the Sub-Manager, do not and will not (i)
conflict with or result in a breach of the terms, conditions or provisions of,
(ii) constitute a default under, (iii) result in the creation of any lien,
security interest, charge or encumbrance upon the Sub-Manager’s capital stock or
assets pursuant to, (iv) give any third party the right to modify, terminate or
accelerate any obligation under, (v) result in a violation of, or (vi) require
any authorization, consent, approval, exemption or other action by or notice to
any court or administrative or governmental body pursuant to, the Sub-Manager's
certificate of formation or amended and restated limited liability company, or
any law, statute, rule or regulation to which the Sub-Manager is subject, or any
agreement, instrument, order, judgment or decree to which the Sub-Manager is a
party or by which it is bound.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    17.         Further
Assurances.  The Sub-Manager and the Manager will use
commercially reasonable efforts to cooperate to give effect to the arrangements
contemplated hereby, including with a view towards compliance with the Advisers
Act, counterpart state law and regulations adopted thereunder, and any
amendments thereto or registration requirements thereunder that may in arise the
future.

     

    18.         Notices.  Unless
expressly provided otherwise in this Agreement, all notices, requests, demands
and other communications required or permitted under this Agreement shall be in
writing and shall be deemed to have been duly given, made and received when
delivered against receipt or upon actual receipt of (i) personal delivery,
(ii) delivery by reputable overnight courier, (iii) delivery by
facsimile transmission with telephonic confirmation or (iv) delivery by
registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below:

     

    
      	
            	
              ·

            	
              If to the
      Manager:

            


    

     

    PRCM
Advisers LLC

    601
Carlson Parkway

    Suite
330

    Minnetonka,
MN  55305

    Attention:  General
Counsel

     

    
      	
            	
              ·

            	
              If to the
      Sub-Manager:

            


    

     

    CLA
Founders LLC

    c/o
Kastle Systems

    1501
Wilson Blvd

    Arlington,
VA  22209

    Attn:  Mark
D. Ein

     

    With a
copy (which shall not constitute notice) to:

     

    Richard
C. Donaldson

    1650
Tysons Boulevard

    14th
Floor

    McLean,
Virginia  22102

    


    
      	
            	
              ·

            	
              If to Pine
      River Capital:

            


    

     

    Pine
River Capital Management L.P.

    601
Carlson Parkway

    Suite
330

    Minnetonka,
MN  55305

    Attention:  General
Counsel

     

    
      	
            	
              ·

            	
              If to the
      Company:

            


    

     

    Two
Harbors Investment Corp.

    601
Carlson Parkway

    Suite
330

    Minnetonka,
MN  55305

    Attention:  General
Counsel


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Any party
may alter the address to which communications or copies are to be sent by giving
notice of such change of address in conformity with the provisions of this
Section 18 for the giving of notice.

     

    19.           Binding Nature of Agreement;
Successors and Assigns.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and permitted assigns as provided in this
Agreement.

     

    20.           Entire
Agreement.  This Agreement contains the entire agreement and
understanding among the parties hereto with respect to the subject matter of
this Agreement, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter of this
Agreement.  The express terms of this Agreement control and supersede
any course of performance and/or usage of the trade inconsistent with any of the
terms of this Agreement.  This Agreement may not be modified or
amended other than by an agreement in writing signed by the parties
hereto.

     

    21.           GOVERNING
LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES TO THE CONTRARY.

     

    22.           Jurisdiction; Waiver of Jury
Trial.  Any proceeding or action based upon, arising out of or
related to this Agreement or the transactions contemplated hereby shall be
brought in any state court of the State of Delaware or, in the case of claims to
which the federal courts have subject matter jurisdiction, any federal court of
the United States of America, in either case, located in the State of Delaware,
and each of the parties irrevocably submits to the exclusive jurisdiction of
each such court in any such proceeding or action, waives any objection it may
now or hereafter have to personal jurisdiction, venue or to convenience of
forum, agrees that all claims in respect of the proceeding or action shall be
heard and determined only in any such court, and agrees not to bring any
proceeding or action arising out of or relating to this Agreement or the
transactions contemplated hereby in any other court.  Nothing herein
contained shall be deemed to affect the right of any party to serve process in
any manner permitted by law or to commence legal proceedings or otherwise
proceed against any other party in any other jurisdiction, in each case, to
enforce judgments obtained in any action, suit or proceeding brought pursuant to
this Section 22. EACH PARTY HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY
CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF
THIS AGREEMENT.

     

    23.           No Waiver; Cumulative
Remedies.  No failure to exercise and no delay in exercising,
on the part of any party hereto, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  Subject to Section 14, the rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.  No waiver of any
provision hereunder shall be effective unless it is in writing and is signed by
the party asserted to have granted such waiver.

     

    24.           Headings.  The
headings of the sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed part of this Agreement.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    25.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original as against any party whose signature appears thereon,
and all of which shall together constitute one and the same
instrument.  This Agreement shall become binding when one or more
counterparts of this Agreement, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the
signatories.

     

    26.           Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    27.           Gender.  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.

     

    28.           Non-Disparagement.  The
Sub-Manager hereby agrees to refrain, and to use reasonable efforts to cause its
members, from making any defamatory or derogatory statements concerning the
Company, the Manager and Pine River Capital and the Company, the Manager and
Pine River Capital hereby agree to refrain from making any defamatory or
derogatory statements concerning the Sub-Manager and its
members.  This Section 28 shall survive termination of this Agreement
for a period of five years.  Notwithstanding the foregoing, nothing
herein shall be deemed to prohibit any individual or entity from making any
truthful statements in response to a subpoena, in connection with a legal
proceeding or as otherwise required by law or legal process.

     

    29.           Section 409A. This
Agreement is intended to be written, administered, interpreted and construed in
a manner such that no payments provided under the Agreement become subject to
(a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the
Code or (b) the interest and additional tax set forth within Section
409A(a)(1)(B) of the Code (together, referred to herein as the “Section 409A
Penalties”), including, where appropriate, the construction of defined terms to
have meanings that would not cause the imposition of Section 409A Penalties. The
Sub-Manager expects that the payments provided under this Agreement will be
exempt from the application of Section 409A of the Code because the Sub-Manager
intends to account on an accrual basis for U.S. income tax purposes. If,
following the date of this Agreement, the Sub-Manager reasonably determines that
it is no longer advisable for Sub-Manager to account on an accrual basis for
U.S. income tax purposes (as a result in a change in applicable laws or
regulations or otherwise), or the Sub-Manager reasonably determines that any
payments under this Agreement may be subject to Section 409A Penalties, the
parties agree to work together in good faith to adopt such amendments to this
Agreement as most closely reflects the original intent of the parties (including
amendments with retroactive effect) or take any other commercially reasonable
actions necessary or appropriate to (x) exempt each of the payments provided
under this Agreement from Section 409A of the Code and/or preserve the intended
tax treatment of such payments or (y) comply with the requirements of Section
409A of the Code and related Department of Treasury guidance. Each payment
provided under this Agreement, including each separate installment of the
Sub-Manager Base Management Fee shall be a separate and distinct payment under
this Agreement for all purposes.

    


    [SIGNATURES
APPEAR ON THE FOLLOWING PAGE]


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written
above.

     

    
      
        	 
      	
                PRCM
      ADVISERS LLC

              
	 
      	 
      
	 
      	
                By:

              	
                /s/  Jeff
Stolt

              
	 
      	 
      	
                Name:
      Jeff Stolt

              
	 
      	 
      	
                Title:
      Chief Financial Officer

              
	 
      	 
      	 
      
	 
      	
                CLA
      FOUNDERS LLC

              
	 
      	 
      	 
      
	 
      	
                By:
      Leland Investments, Inc., its managing member

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Mark D. Ein

              
	 
      	 
      	
                Name:  Mark
      D. Ein

              
	 
      	 
      	
                Title:  President

              
	 
      	 
      	 
      
	 
      	
                PINE
      RIVER CAPITAL MANAGEMENT L.P.,

                solely
      with respect to Sections 1, 9, 11(a), 14(a), 15, 

                and
      18 through 28

              
	 
      	 
      
	 
      	
                By:

              	
                /s/  Jeff
Stolt

              
	 
      	
                Name:
      Jeff Stolt

              
	 
      	
                Title:
      Chief Financial Officer

              


      

    

     

    Signature
Page to Sub-Management Agreement


    
      
         


      

      
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