0001437071-15-000010 Sample Contracts

SECOND AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF IAS OPERATING PARTNERSHIP LP
First Amended and Restated Agreement of Limited Partnership • February 27th, 2015 • Invesco Mortgage Capital Inc. • Real estate investment trusts

The undersigned, as the General Partner of IAS Operating Partnership LP (the “Partnership”), hereby amends the Partnership’s First Amended and Restated Agreement of Limited Partnership, as heretofore amended (the “Partnership Agreement”), pursuant to Sections 4.3.A, 4.3.B and 7.3.C of the Partnership Agreement, to replace the term “IAS Partnership Units” in Section 4.3.B with “Limited Partner Partnership Units”, amend the current Exhibit A to read as provided in the attached Exhibit A and add a new Exhibit F to read as provided in the attached Exhibit F. In all other respects, the Partnership Agreement shall continue in full force and effect as amended hereby. Any capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Partnership Agreement.

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