0001144204-10-065958 Sample Contracts

SECOND AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • December 13th, 2010 • Two Harbors Investment Corp. • Real estate investment trusts • New York

This Second Amendment (this “Amendment”), executed and effective as of December 13, 2010, by and between Two Harbors Investment Corp., a Maryland corporation (“Two Harbors” or the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company (“Mellon”), hereby amends the Warrant Agreement, dated as of November 8 2007, by and between Capitol Acquisition Corp., a Delaware corporation (“Capitol Acquisition”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), as amended by the Supplement and Amendment to Warrant Agreement, dated as of October 28, 2009, by and among Capitol Acquisition, Two Harbors and Continental (collectively, the “Warrant Agreement”).

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