0000914208-09-001348 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT is made as of July 1, 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”).

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INVESCO MORTGAGE CAPITAL INC. PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 25th day of June, 2009, by and between Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), and Invesco Institutional (N.A.), Inc. (the “Purchaser”).

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IAS OPERATING PARTNERSHIP LP PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 25th day of June, 2009, by and between IAS Operating Partnership LP, a Delaware limited partnership (the “Company”), and Invesco Investments (Bermuda) Ltd. (the “Purchaser”).

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG INVESCO MORTGAGE CAPITAL INC. AND CERTAIN PERSONS LISTED ON SCHEDULE 1 HERETO
Registration Rights Agreement • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT is entered into as of July 1, 2009, by and among Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), and entities listed on Schedule 1 hereto (collectively, the “Invesco Purchaser”).

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
Management and Operations • August 12th, 2009 • Invesco Mortgage Capital Inc. • Real estate investment trusts • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of July 1, 2009, is entered into by and among Invesco Mortgage Capital Inc., a Maryland corporation (the “General Partner”), and the limited partners set forth on Exhibit A hereto (as it may be amended from time to time) (each, a “Limited Partner”).

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