INVESCO MORTGAGE CAPITAL INC.
PRIVATE PLACEMENT PURCHASE AGREEMENT
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 ”).
WHEREAS, the Purchaser has a substantive, pre-existing relationship with the Company;
WHEREAS, the Company has filed a registration statement on Form S-11 under the Securities Act of
1933, as amended (the “ Securities Act ”) with the Securities and Exchange Commission in connection with a
proposed initial public offering (the “ IPO ”) of up to 8,500,000 shares of common stock of the Company, par
value $0.01 per share (the “ Common Stock ”); and
WHEREAS, concurrent with the consummation of the IPO, the Company desires to issue and sell, and
the Purchaser desires to purchase, upon the terms and conditions set forth in this Agreement, 75,000 shares of
our common stock (the “ Private Placement Common Stock ”) for an aggregate purchase price of $1,500,000 (the “
Purchase Price ”);
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set
forth, the parties hereto do hereby agree as follows:
1. Sale and Purchase of Private Placement Common Stock . Subject to and concurrent with the
consummation of the IPO, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, the Private Placement Common Stock for the Purchase Price.
2. Closing . The closing of the purchase and sale of the Private Placement Common Stock
hereunder, including payment for and delivery of the Private Placement Common Stock, will take place at the
offices of the Company or the Company’s legal counsel immediately prior to, and shall be subject to, the
completion of the IPO. At the closing, the Company shall deliver to the Purchaser one or more certificates
evidencing the Private Placement C