0001193125-09-130328 Sample Contracts

MANAGEMENT AGREEMENT

Management Agreement • June 12th, 2009 • Capitol Acquisition Corp • Blank checks • New York

• Contract Type
  Management Agreement
• Filed
  June 12th, 2009
• Company
  Capitol Acquisition Corp
• Industry
  Blank checks
• Jurisdiction
  New York

THIS MANAGEMENT AGREEMENT is made as of , 2009 by and among TWO HARBORS INVESTMENT CORP., a Maryland corporation (the “Company”), TWO HARBORS OPERATING COMPANY LLC, a Delaware limited liability company (the “Operating Company”) and PRCM ADVISERS LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).

SUB-MANAGEMENT AGREEMENT

Sub-Management Agreement • June 12th, 2009 • Capitol Acquisition Corp • Blank checks • New York

• Contract Type
  Sub-Management Agreement
• Filed
  June 12th, 2009
• Company
  Capitol Acquisition Corp
• Industry
  Blank checks
• Jurisdiction
  New York

THIS SUB-MANAGEMENT AGREEMENT (this “Agreement”), is entered into as of , 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”).