DYNEX CAPITAL, INC. AMENDMENT NO. 3 TO DISTRIBUTION AGREEMENT

Exhibit 10.1

DYNEX CAPITAL, INC.

AMENDMENT NO. 3 TO

DISTRIBUTION AGREEMENT

June 3, 2022

X.X. Xxxxxx Securities LLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

JMP Securities LLC

000 Xxxxxxxxxx Xxxxxx

Xxxxx 0000

Xxx Xxxxxxxxx, XX 00000

JonesTrading Institutional Services LLC

000 Xxxxx Xxxxxx 00xx Xxxxx

Xxx Xxxx, XX 00000

BTIG, LLC

00 Xxxx 00xx Xxxxxx

Xxx Xxxx, XX 00000

Ladies and Gentlemen:

Reference is made to the Distribution Agreement, dated June 29, 2018, as amended on May 31, 2019 and August 3, 2021 (the “Distribution Agreement”), by and among Dynex Capital, Inc., a Virginia corporation (the “Company”), X.X. Xxxxxx Securities LLC, JMP Securities LLC, JonesTrading Institutional Services LLC and BTIG, LLC (collectively, the “Agents”), pursuant to which the Company agreed, in its sole discretion, to issue and sell, from time to time, through the Agents, as agent and/or principal, up to 25,000,000 shares of common stock, par value $0.01 per share, of the Company. All capitalized terms used in this Amendment No. 3 to Distribution Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Distribution Agreement. The Company and the Agents hereby agree as follows:

A.    Amendments to Distribution Agreement. The Distribution Agreement is amended as follows:

        1.    The definition of “Maximum Number” in the first sentence of the Distribution Agreement is hereby amended to read as follows: “23,117,622 shares”.

B.    Prospectus Supplement. The Company shall file a Prospectus Supplement pursuant to Rule 424(b) of the Act reflecting the terms of this Amendment within two business days of the date hereof.

C.    No Other Amendments; References to Distribution Agreement. Except as set forth in Part A above, all the terms and provisions of the Distribution Agreement shall continue in full force and effect. All references to the Distribution Agreement in the Distribution Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Distribution Agreement as amended by this Amendment.

Exhibit 10.1

D.    Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by one party to the other may be made by facsimile or by electronic delivery of a portable document format (PDF) file (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx).

E.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws.

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Exhibit 10.1

If the foregoing correctly sets forth the understanding among the Company and each of the Agents, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 3 to Distribution Agreement and your acceptance shall constitute a binding agreement among the Company and each of the Agents.

Very truly yours,
DYNEX CAPITAL, INC.
By:			/s/ Xxxxxxx X. Xxxxxxxxx
Name:			Xxxxxxx X. Xxxxxxxxx
Title:			Executive Vice President, Chief Financial
			Office and Chief Operating Officer

Exhibit 10.1

Accepted and agreed to as of the date first above written:

X.X. XXXXXX SECURITIES LLC

By: /s/ Xxxxxxxxx Xxxxxx

Name:    Xxxxxxxxx Xxxxxx

Title:    Executive Director

JMP SECURITIES LLC

By: /s/ Xxxx Xxxxxxx

Name:    Xxxx Xxxxxxx

Title:    Managing Director

JONESTRADING INSTITUTIONAL SERVICES LLC

By: /s/ Xxxxx Xxxx

Name:    Xxxxx Xxxx

Title:    General Counsel

BTIG, LLC

By: /s/ Xxx Blood

Name:    Xxx Blood

Title:    Managing Director