0000950123-09-015038 Sample Contracts

FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • June 18th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York
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INVESCO MORTGAGE CAPITAL INC. FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • June 18th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this ___day of _________, 2009, by and between Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), and Invesco Institutional (N.A.), Inc. (the “Purchaser”).

IAS OPERATING PARTNERSHIP LP FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • June 18th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of _________, 2009, by and between IAS Operating Partnership LP, a Delaware limited partnership (the “Company”), and Invesco Investments (Bermuda) Ltd. (the “Purchaser”).

INVESCO MORTGAGE CAPITAL INC. 2009 EQUITY INCENTIVE PLAN FORM OF OPTION AWARD AGREEMENT
Option Award Agreement • June 18th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

THIS OPTION AWARD AGREEMENT is by and between Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”) and ____________ (the “Optionee”), dated as of the ______ day of ____________, 20__.

FORM OF MANAGEMENT AGREEMENT
Management Agreement • June 18th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT is made as of June ___, 2009 by and among INVESCO MORTGAGE CAPITAL INC., a Maryland corporation (the “Company”), IAS OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Operating Partnership”), IAS ASSET I LLC, a Delaware limited liability company (“Asset I”), and INVESCO INSTITUTIONAL (N.A.), INC., a Delaware corporation (together with its permitted assignees, the “Manager”).

INVESCO MORTGAGE CAPITAL INC. 2009 EQUITY INCENTIVE PLAN Form of Restricted Common Stock Award Agreement
Restricted Stock Award Agreement • June 18th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

THIS AGREEMENT is made by and between Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), and _________ (the “Grantee”), dated as of the ______ day of ____________, ______ (the “Effective Date”).

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