Exhibit 10.4



 Exhibit 10.4 
 Two Harbors Investment Corp. 
 601 Carlson Parkway,
Suite 330 
 Minnetonka, MN 55305 
 October 28, 2009 
 Whitebox Special Opportunities Fund, LP 
 c/o Whitebox Advisors, LLC 
 3033 Excelsior
Boulevard Suite 300 
 Minneapolis, MN 55416 
  

	Re:	Share Ownership Limits 

 Two Harbors Investment
Corp. (the “Company”) has received your letter, dated as of the date hereof (the “Representation Letter”), requesting that the Company grant to Whitebox Special Opportunities Fund, LP Series A, (the “Holder”), a series
of Whitebox Special Opportunities Fund, LP, a Delaware series limited partnership, an exception to the Common Stock Ownership Limit, as such term is defined in the Articles of Amendment and Restatement (the “Charter”) of the Company, such
that the Holder may acquire 2,127,480 shares of the Common Stock and Warrants exercisable into 466,800 shares of Common Stock (the “Whitebox Shares”) of the Company (the “Whitebox Shares Exception”). Terms used but not otherwise
defined herein have the meanings ascribed to them in the Charter. 
 Based upon the Representation Letter, the Company hereby advises you that,
as of October 27, 2009, the Whitebox Share Exception has been established. 
 The Whitebox Share Exception is expressly conditioned on
compliance by the Holder and any direct and indirect owners of an interest in the Holder representing 10% or more of the capital or profits of the Holder (an “Affiliate”) with each of the following agreements and conditions (collectively,
the “Common Stock Ownership Limit Waiver Conditions”) during the period (the “Waiver Period”) that the Holder is the direct or indirect Beneficial or Constructive Owner of Common Shares in excess of the Common Stock Ownership
Limit: 
 (1) The information contained in the Representation Letter is as of the date hereof and shall remain during the Waiver
Period true, complete and correct, and the Holder has complied with all obligations of the Holder provided in the Representation Letter; 
 (2) The Holder shall provide to the Company a bring-down representation letter within ten days after a request therefor has been made by the Company; 
 (3) The Holder and each Affiliate shall refrain, directly or indirectly, from actually acquiring, purchasing or intentionally becoming the
Beneficial or Constructive Owners of any stock of the Company, including any Common Shares, in excess of the Whitebox Share Exception; 
 (4) In any private disposition of any of the Holder’s or any Affiliate’s Common Shares by the Holder or any Affiliate (including a private disposition of ownership interests in an entity holding Common Shares), the Holder and the
Affiliates agree that they will not dispose of such shares in a transaction in which the Holder or any Affiliate knows or has reason to believe after due investigation that such shares will be sold to any person who, prior to, or upon completion of,
such transaction, will be or become the direct or indirect Beneficial or Constructive Owner of more than 9.8% of the outstanding shares of Common Stock. 







 Notwithstanding the foregoing, the ownership by the Holder and each Affiliate of Common Stock shall remain
subject to the Ownership Limits imposed by the Charter to the extent that such ownership results in any “individual” (within the meaning of Section 542(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”))
Beneficially or Constructively Owning shares of the Company in excess of the Common Stock Ownership Limit and Aggregate Stock Ownership Limit or would otherwise cause the Company to fail to qualify as a real estate investment trust under the Code.

 In addition, if there is a failure to comply with any of the Common Stock Ownership Limit Waiver Conditions during the Waiver Period, the
ownership of the Whitebox Shares by the Holder and any Affiliate shall, as of the date of such failure, become automatically subject to the Common Stock Ownership Limit imposed by the Charter and may result in the application of the remedies set
forth in paragraphs 7.2.1 and 7.2.2 of Article VII of the Charter with respect to any Common Shares Beneficially Owned or Constructively Owned by the Holder or any Affiliate in excess of the Common Stock Ownership Limit or Aggregate Stock
Ownership Limit. Nothing in this letter shall be deemed to grant any person (including the successors and assigns of the holders of the Whitebox Shares, other than as expressly set forth herein) permission to own securities of the Company in excess
of the Company’s otherwise applicable Common Stock Ownership Limit or Aggregate Stock Ownership Limit. 








			
	Very truly yours,
	
	Two Harbors Investment Corp.
		
	By:	 	 /s/ Jeff Stolt

	Name:	 	Jeff Stolt
	Title:	 	Chief Financial Officer


 Accepted and Agreed to as of the date above: 
  

			
	WHITEBOX SPECIAL OPPORTUNITIES FUND, LP
	By:	 	WHITEBOX SPECIAL OPPORTUNITIES ADVISORS, LLC, Its GP
	By:	 	WHITEBOX ADVISORS, LLC, Its Managing Member
		
	By:	 	 /s/ Jonathan Wood

	Name:	 	Jonathan Wood
	Title:	 	Chief Operating Officer