0001193125-19-079698 Sample Contracts

Invesco Mortgage Capital Inc. Up to 1,500,000 Shares of 7.75% Series A Cumulative Redeemable Preferred Stock ($0.01 par value per share) Up to 1,500,000 Shares of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock ($0.01 par value...

Equity Distribution Agreement • March 19th, 2019 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

• Contract Type
  Equity Distribution Agreement
• Filed
  March 19th, 2019
• Company
  Invesco Mortgage Capital Inc.
• Industry
  Real estate investment trusts
• Jurisdiction
  New York

The undersigned, the Chief Executive Officer and the Chief Financial Officer of Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), pursuant to Section 8(a)(15) of the Equity Distribution Agreement, dated as of March [•], 2019 (the “Equity Distribution Agreement”), by and among the Company, IAS Operating Partnership LP (the “Operating Partnership”), Invesco Advisers, Inc. (the “Manager”), and JonesTrading Institutional Services LLC (the “Placement Agent”), hereby certify that they are authorized to execute this Officers’ Certificate in the name and on behalf of the Company. Each of the undersigned also hereby certifies that:

The Atlantic Building

Equity Distribution Agreement • March 19th, 2019 • Invesco Mortgage Capital Inc. • Real estate investment trusts

• Contract Type
  Equity Distribution Agreement
• Filed
  March 19th, 2019
• Company
  Invesco Mortgage Capital Inc.
• Industry
  Real estate investment trusts

We have represented Invesco Mortgage Capital, Inc., a Maryland corporation (the “Company”), in connection with the issuance and sale by the Company of (a) up to 1,500,000 shares of 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), (b) up to 1,500,000 shares of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) and (c) up to 4,000,000 shares of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and the Series B Preferred Stock, the “Preferred Stock”), pursuant to an equity distribution agreement, dated March 19, 2019 (the “Equity Distribution Agreement”), by and among the Company, IAS Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), Invesco Advisers, Inc., a Delaware corporation, a