EX-10.2 FORM OF PRIVATE PLACEMENT PURCHASE AGRMT.






Exhibit 10.2




IAS OPERATING PARTNERSHIP LP




FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENT




     PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of
_________, 2009, by and between IAS Operating Partnership LP, a Delaware limited partnership (the
“Company”), and Invesco Investments (Bermuda) Ltd. (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 ___ shares of
common stock of Invesco Mortgage Capital Inc., a Maryland corporation (the “Parent”), 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, a
number of units of limited partnership interest in the Company (the “Private Placement OP
Units”) for an aggregate purchase price of $___ (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 OP Units. 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 OP Units for the Purchase Price.



     2. Closing. The closing of the purchase and sale of the Private Placement OP Units
hereunder, including payment for and delivery of the Private Placement OP Units, 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 amend Exhibit A to the
Agreement of Limited Partnership (the “Partnership Agreement”) of the Company to indicate the
purchase by the Purchaser of the Private Placement OP Units upon the payment of the Purchase Price
in immediately available funds by wire transfer to an account designated by the Company or the
Parent.



     3. Representations and Warranties of the Company. In connection with the issuance and
sale of the Private Placement OP Units, the Company hereby represents and warrants to the Purchaser
the following:



          3.1 The Company is a limited partnership duly formed, validly existing and in good standing
under the laws of the State of Delaware and the Company has all necessary partnership power and
authority to enter into this Agreement and to consummate the transactions contemplated hereby.




          3.2 All partnership action necessary to be taken by the Company to authorize the execution,
delivery and performance of this Agreement and all other agreements and instruments delivered by
the Company in connection with the transactions contemplated hereby has been duly and validly taken
and this Agreement has been duly executed and delivered by the Company. This Agreement constitutes
the valid, binding and enforceable obligation of the Company, enforceable in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or similar laws of general application now or
hereafter in



 









 






effect affecting the rights and remedies of creditors and by general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity). The issuance
and sale by the Company of the Private Placement OP Units does not conflict with the Partnership
Agreement or any material contract by which the Company or its property is bound, or any federal or
state laws or regulations or decree, ruling or judgment of any United States or state court
applicable to the Company or its property.




          3.3 Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Purchaser
will have good title to the Private Placement OP Units free and clear of all liens, claims and
encumbrances of any kind, other than transfer restrictions hereunder and under other agreements
contemplated hereby.




     4. Representations and Warranties of the Purchaser. The Purchaser hereby represents
and warrants to the Company that:



          4.1 The Purchaser is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act.




          4.2 The Private Placement OP Units are being acquired for the Purchaser’s own account, only
for investment purposes and not with a view to, or for resale in connection with, any public
distribution or public offering thereof within the meaning of the Securities Act.




          4.3 The Purchaser is a limited company duly organized, validly existing and in good standing
under the laws of Bermuda. The Purchaser has all necessary power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.




          4.4 All corporate action necessary to be taken by the Purchaser to authorize the execution,
delivery and performance of this Agreement and all other agreements and instruments delivered by
the Purchaser in connection with the transactions contemplated hereby has been duly and validly
taken and this Agreement has been duly executed and delivered by the Purchaser. This Agreement
constitutes the valid, binding and enforceable obligation of the Purchaser, enforceable in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application
now or hereafter in effect affecting the rights and remedies of creditors and by general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The
purchase by the Purchaser of the Private Placement OP Units does not conflict with the
organizational documents of the Purchaser or with any material contract by which the Purchaser or
its property is bound, or any laws or regulations or decree, ruling or judgment of any court
applicable to the Purchaser or its property.




          4.5 The Purchaser understands and acknowledges that (i) the offering of the Private Placement
OP Units pursuant to this Agreement will not be registered under the Securities Act on the grounds
that the offering and sale of the Private Placement OP Units is exempt from registration under the
Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable
state securities or blue sky laws and, therefore, the shares of Private Placement OP Units will be
characterized as “restricted securities” under the Securities Act and such laws and may not be sold
unless the Private Placement OP Units are subsequently registered under the Securities Act and
qualified under state law or unless an exemption from such registration and such qualification is
available.




     5. Registration Rights Agreement. At the time of the completion of the IPO, the
Company and the Purchaser shall enter into a registration rights agreement pursuant to which the
Company will grant certain registration rights to the Purchaser relating to the Private Placement
OP Units.



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     6. Successors and Assigns. Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto
shall bind and inure to the benefit of the respective successors of the parties hereto whether so
expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties
may not assign this Agreement or their obligations hereunder.



     7. Amendments. This Agreement may not be amended, modified or waived, in whole or in
part, except by an agreement in writing signed by each of the parties hereto.



     8. Counterparts; Facsimile. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument. This Agreement or any counterpart may
be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an
original.



     9. Governing Law. This Agreement shall for all purposes be deemed to be made under
and shall be construed in accordance with the laws of the State of New York. The parties hereby
agree that any action, proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submit to such jurisdiction,
which jurisdiction shall be exclusive. The parties hereby waive any objection to such exclusive
jurisdiction and agree not to plead or claim that such courts represent an inconvenient forum.



     10. Third Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person; provided that the Underwriters
shall be third party beneficiaries of this Agreement.



     11. Legends. Each certificate, if any, representing the Private Placement OP Units
shall be endorsed with the following legend or a substantially similar legend:



          “The securities represented by this certificate have not been registered under the Securities
Act of 1933, as amended, and are “restricted securities” as defined in Rule 144 promulgated under
the Securities Act. The securities may not be sold or offered for sale or otherwise distributed
except (i) in conjunction with an effective registration statement for the shares under the
Securities Act of 1933, as amended, or (ii) pursuant to an opinion of counsel, satisfactory to the
company, that such registration or compliance is not required as to said sale, offer, or
distribution.”




     12. Severability. In case any provision of this Agreement shall be found by a court of
law to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or impaired thereby.



     13. Entire Agreement. This Agreement and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof and they supersede, merge, and render void every other prior written
and/or oral understanding or agreement among or between the parties hereto.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	COMPANY:





IAS OPERATING PARTNERSHIP LP

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PURCHASER:





INVESCO INVESTMENTS (BERMUDA) LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: