UNDERWRITING AGREEMENT AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. (a Maryland corporation) 17,500,000 Shares of Common Stock Dated: [ ] [ ], 2011Underwriting Agreement • July 29th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • New York
The undersigned, an officer and/or director, manager or affiliate of American Capital Mortgage Investment Corp., a Maryland corporation (the “Company”), understands that Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC (in such capacity, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and American Capital MTGE Management, LLC, a Delaware limited liability company and manager of the Company (the “Manager”), providing for the public offering of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representatives that, during a period of 180 days following the date of the Underwriting Agreement (the “Lock
AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. EQUITY INCENTIVE PLAN FOR INDEPENDENT DIRECTORS RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 29th, 2011 • American Capital Mortgage Investment Corp. • Real estate investment trusts • Maryland
This Restricted Stock Agreement (this “Agreement”) is executed and delivered as of , 2011 (the “Effective Date”) by and between American Capital Mortgage Investment Corp., a Maryland corporation (the “Company”) and , a director of the Company (the “Grantee”). The Grantee and the Company hereby agree as follows:
