FORM OF UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) [•] Shares of Common Stock Dated: [•]Underwriting Agreement • February 23rd, 2012 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York
American Capital Mortgage Investment Corp., a Maryland corporation (the “Company”) and American Capital MTGE Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), confirm their agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 10 hereof), for whom [•] and [•] are acting as representatives (in such capacity, if and as applicable, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of [•] shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [•] additional shares of Common Stock to cover over-allotments, if any. The aforesa
