EXHIBIT 4.3



 Exhibit 4.3 
  

							
	 NUMBER
  
 TWO.W                
	 	 (SEE REVERSE SIDE FOR LEGEND)
  
 THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
 5:00 P.M. NEW YORK CITY TIME, NOVEMBER 7, 2013
	 	WARRANTS

 TWO HARBORS INVESTMENT CORP. 
 CUSIP 90187B119 
 WARRANT 
 THIS CERTIFIES THAT, for value received 
 is the registered holder of a Warrant or Warrants expiring at 5:00 p.m., New York City time, on November 7, 2013 (the “Warrant”) to purchase one fully paid and non-assessable share (“Shares”) of Common Stock, par
value $.01 per share (“Common Stock”), of Two Harbors Investment Corp., a Maryland corporation (the “Corporation”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from
the Corporation such number of Shares of the Corporation at the price of $11.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust Company
(the “Warrant Agent”), but only subject to the conditions set forth herein and in the Warrant Agreement, made as of November 8, 2007, between Capitol Acquisition Corp., a Delaware corporation (“Capitol”), and the Warrant
Agent, as amended by the Supplement and Amendment to Warrant Agreement, dated as of                 , 2009, among Capitol, the Corporation and the Warrant Agent
(as the same may be amended from time to time, the “Warrant Agreement”). The Corporation shall not be obligated to deliver any securities pursuant to the exercise of a Warrant and shall have no obligation to settle a Warrant exercise
unless a registration statement under the Securities Act of 1933, as amended (the “Act”), with respect to the Common Stock is effective, subject to the Corporation satisfying its obligations under Section 7.4 of the Warrant Agreement
to use its best efforts. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may
have no value and expire worthless. In no event will the Corporation be required to net cash settle the warrant exercise. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant
is exercised. 
 The Shares underlying the Warrants represented by this certificate are subject to restrictions on Beneficial Ownership and
Constructive Ownership and Transfer for the purpose of the Corporation’s maintenance of its qualification as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further
restrictions and except as expressly provided in the Corporation’s Charter, (i) no Person may Beneficially Own or Constructively Own shares of the Corporation’s Common Stock in excess of 9.8 percent (in value or number of shares) of
the outstanding shares of Common Stock of the Corporation unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own shares of Capital Stock
of the Corporation in excess of 9.8 percent (in value or number of shares) of the total outstanding shares of Capital Stock of the Corporation, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable);
(iii) no Person may Beneficially Own or Constructively Own Capital Stock that would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT;
and (iv) no Person may Transfer shares of Capital Stock if such Transfer would result in the Capital Stock of the Corporation being owned by fewer than 100 Persons. Any Person who Beneficially Owns or Constructively Owns or attempts to
Beneficially Own or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially Own or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the
Corporation. If the restrictions on transfer or ownership provided in (i), (ii) or (iii) above are violated, the shares of Capital Stock in excess or in violation of the above limitations will be automatically transferred to a Trustee of a
Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that
ownership or a Transfer or other event may violate the restrictions described above. Furthermore, if the ownership restriction provided in (iv) above would be violated or upon the occurrence of certain events, attempted Transfers in violation
of the restrictions described above may be void ab initio. All capitalized terms in this paragraph have the meanings defined in the Charter of the Corporation, as the same may be amended from time to time. 
 No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon
any exercise of a Warrant, the Corporation shall, upon such exercise, round up or down to the nearest whole number the number of Shares to be issued to such holder. 
 Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or the registered holder’s assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised. 
 Warrant Certificates, when surrendered at the
office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants. 







 Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of
the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge. 
 The Corporation and the
Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the registered holder, and for all other purposes, and neither the Corporation nor the Warrant Agent shall be affected by any notice to the contrary. 
 This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Corporation. 
 The Corporation reserves the right to call the Warrant at any time prior to its exercise, with a notice of call in writing to the holders of record of the Warrant, giving 30 days’ notice of such call at any time after the Warrant
becomes exercisable if the last sale price of the Shares has been at least $14.25 per share on each of 20 trading days within any 30 trading day period ending on the third business day prior to the date on which notice of such call is given. The
call price of the Warrants is to be $.01 per Warrant. Any Warrant either not exercised or tendered back to the Corporation by the end of the date specified in the notice of call shall be canceled on the books of the Corporation and have no further
value except for the $.01 call price. 
  

							
				
	By	 	 	 		 	 
		 	Secretary	 		 	President








 SUBSCRIPTION FORM 
 To Be Executed by the Registered Holder in Order to Exercise Warrants 
 The undersigned Registered Holder irrevocably elects
to exercise                              Warrants represented by this Warrant Certificate, and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of 
  
  
 (PLEASE TYPE OR PRINT NAME AND ADDRESS)

  
  
  
  
  
  
 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

 and be delivered to
                                         
                                         
                                         
                                         
                     
 (PLEASE PRINT OR
TYPE NAME AND ADDRESS) 
  
  
  
 and, if such number of Warrants shall not be all the Warrants
evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below: 
  

					
	Dated:                             	 		 	  

		 		 	(SIGNATURE)
			
		 		 	  

		 		 	(ADDRESS)
			
		 		 	  

			
		 		 	  

		 		 	(TAX IDENTIFICATION NUMBER)

 ASSIGNMENT 
 To Be Executed by the Registered Holder in Order to Assign Warrants 
 For Value Received,
                                         
                    hereby sell, assign, and transfer unto 
  
  
 (PLEASE TYPE OR PRINT NAME AND ADDRESS)

  
  
  
  
  
  
 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

 and be delivered to
                                         
                                         
                                         
                                         
                     
 (PLEASE PRINT OR
TYPE NAME AND ADDRESS) 
                                        
                      of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint
                                         
                                         
           Attorney to transfer this Warrant Certificate on the books of the Corporation, with full power of substitution in the premises. 
  

					
	Dated:                             	 		 	  

		 		 	(SIGNATURE)

 THE SIGNATURE TO THE ASSIGNMENT
OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE
FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN
STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO
STOCK EXCHANGE.