EX-4.1 SPECIMEN COMMON STOCK CERTIFICATE






Exhibit 4.1








	COMMON SHARES
IVR
Invesco
INVESCO MORTAGE CAPITAL INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
SEE REVERSE FOR CERTAIN DEFINITIONS AND IMPORTANT NOTICE ON TRANSFER
RESTRICTION AND OTHER INFORMATION
CUSIP 461318 10 0
This Certifies that
Is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF INVESCO MORTGAGE
CAPITAL INC.
Transferable only on the books of the Company by the holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares
represented hereby are issued and shall be held subject to all of the provisions of the Company
charter and Bylaws and any amendments thereto. This Certificate is not valid until countersigned by
the Transfer Agent and registered by the Registrar
WITNESS the facsimile seal of the Company and the facsimile signature of its duly authorized
officers.
Dated:
Richard J. king CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
MELLON INVESTOR SERVICE LLC
TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED SIGNATURE



















 






     The shares represented by this certificate are subject to restrictions on Beneficial Ownership and
Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its qualification as a Real Estate
Investment Trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as
expressly provided in the Corporation’s Charter, (i) no Person may Beneficially Own or Constructively Own shares of the Corporation’s Common Stock
in excess of 9.8% (in value or number of shares) of the outstanding shares of Common Stock of the Corporation unless such Person is an
Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively
Own shares of Capital Stock of the Corporation in excess of 9.8% (in value or number of shares) of the total outstanding shares of
Capital Stock of the Corporation, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii)
no Person may Beneficially Own or Constructively Own Capital Stock that would result in the Corporation being “closely held” under
Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iv) no Person may Transfer shares of Capital
Stock if such Transfer would result in the Capital Stock of the Corporation being owned by fewer than 100 Persons. Any Person who Beneficially Owns or
Constructively Owns or attempts to Beneficially Own or Constructively Own shares of Capital Stock which causes or will cause a Person
to Beneficially Own or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify
the Corporation. If the restrictions on transfer or ownership provided in (i), (ii) or (iii) above are violated, the shares of Capital Stock
represented hereby will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the
Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors
determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, if the ownership restriction
provided in (iv) above would be violated or upon the occurrence of certain events, attempted Transfers in violation of the restrictions described
above may be void ab initio. All capitalized terms in this legend have the meanings defined in the Charter of the Corporation, as the same may be
amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Capital
Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its
principal office.





	 	 	 	 	 
	TEN COM

	 	—
	 	as tenants in common
	TEN ENT

	 	—
	 	as tenants by the entireties
	JT TEN

	 	—
	 	as joint tenants with right of
survivorship and not as tenants
in common









	 	 	 	 	 
	UNIF GIFT MIN ACT

	 	—
	 	..........................Custodian...........................
	 

	 	 	 	          (Cust)            
                    (Minor)
	 

	 	 	 	under Uniform Gifts to Minors
	 

	 	 	 	Act..............................................................
	 

	 	 	 	(State)
	UNIF TRF MIN ACT

	 	—
	 	...................Custodian (until age.............)
	 

	 	 	 	............................under Uniform Transfers
	 

	 	 	 	         (Minor)
	 

	 	 	 	To Minors Act...............................................
	 

	 	 	 	          (State)











Additional abbreviations may also be used though not in the above list.




     For Value Received,                      hereby sell, assign and transfer unto





PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE









      



      










 








 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)




 





 





 






			
	
 
	 	Common Shares





represented by the within Certificate and do hereby irrevocably constitute and appoint




to transfer the said shares on the books of the within named Company with full power of
substitution in the premises.





			
	
 
	 	Attorney






			
	Dated:	 	
 






	 	 	 	 	 
	 

	 	X	 	 
	 

	 	 	 	 
	 

	 	X	 	 
	 

	 	 	 	 
	 

	 	NOTICE:
	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST STRICTLY CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR AND WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.






	 	 	 	 	 
	Signature(s) Guaranteed:

 	 
	By:  	 	 
	 	 	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.	 




KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED, THE COMPANY WILL
REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.