Exhibit 10.8



 Exhibit 10.8 
 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF, UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE
SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER, SALE, OR DISPOSITION MAY LAWFULLY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES REPRESENTED HEREBY ARE FURTHER SUBJECT TO A LOCK-UP AGREEMENT DATED
                    , A COPY OF WHICH IS AVAILABLE FROM THE COMPANY. 
 SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON THE SEVENTH ANNIVERSARY OF THE CLOSING DATE (THE “EXPIRATION DATE”). 

No.          
 AG MORTGAGE INVESTMENT TRUST, INC. 
 WARRANT TO PURCHASE
                 SHARES OF 
 COMMON
STOCK, PAR VALUE $0.01 PER SHARE 
 For VALUE
RECEIVED,                              (“Warrantholder”), is entitled to
purchase, subject to the provisions of this Warrant, from AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”), at any time not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at
an exercise price per share equal to $20.50 (the exercise price in effect being herein called the “Warrant Price”),                  shares
(“Warrant Shares”) of the Company’s Common Stock, par value $0.01 per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time as described herein. This Warrant is being issued pursuant to the Unit Purchase Agreement, dated as of June     , 2011 (the “Purchase Agreement”), among the Company and the
initial holders of the Private Placement Warrants (as defined below). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein. 

Section 1. Registration. The Company shall maintain books for the transfer and registration of the Warrant. Upon the
initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder. 

Section 2. Transfers. As provided herein, this Warrant may be transferred only pursuant to a registration statement
filed under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration. Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be
maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required
by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms hereof, and a new Warrant shall
be issued to the transferee and the surrendered Warrant shall be canceled by the Company. 







 Section 3. Exercise of Warrant. Subject to the provisions hereof, the
Warrantholder may exercise this Warrant, in whole or in part (but in each case for a minimum of at least 5,000 Warrant Shares or such lesser number of Warrant Shares for which this Warrant remains exercisable), at any time prior to its expiration
upon surrender of the Warrant, together with delivery of a duly executed notice of exercise, in the form attached hereto as Appendix A (the “Notice of Exercise”) and payment by cash, certified check or wire transfer of
funds (or, in certain circumstances, by cashless exercise as provided below) of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company’s
principal executive offices (or such other office or agency of the Company as it may designate by notice to the Warrantholder). The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee,
as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company has been
provided to the Company), the Warrant Price shall have been paid and the completed Notice of Exercise shall have been delivered. Certificates for the Warrant Shares so purchased shall be delivered to the Warrantholder within a reasonable time, not
exceeding five (5) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or
such other name as shall be designated by the Warrantholder, as specified in the Notice of Exercise. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of
delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. As used herein, “business day” means a
day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Each exercise hereof shall constitute the re-affirmation by the Warrantholder that the representations and warranties contained
in Article 3 of the Purchase Agreement are true and correct in all material respects with respect to the Warrantholder with respect to the Warrant Shares as of the time of such exercise. 

Section 4. Compliance with the Securities Act of 1933. Except as provided in the Purchase Agreement, the Company may
cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such
security that such legend is unnecessary. 
 Section 5. Payment of Taxes. The Company will pay any documentary
stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved
in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the Warrantholder in respect of which such shares are issued, and in such case, the Company shall not be required to issue or deliver any certificate for
Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has been paid. The Warrantholder shall be responsible
for all other taxes, including income taxes due under federal, state or other law, if any such tax is due. 

Section 6. Mutilated or Missing Warrants. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the
Company shall issue in exchange and substitution of and upon surrender and cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like
number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect
thereto, if requested by the Company. 

  
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 Section 7. Reservation of Common Stock. The Company hereby represents and
warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued shares of Common Stock, sufficient shares to
provide for the exercise of the rights of purchase represented by this Warrant. The Company agrees that all Warrant Shares issued upon due exercise of this Warrant in accordance with the terms hereof shall be, at the time of delivery of the
certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company. 
 Section 8. Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to
adjustment from time to time as set forth hereinafter. 
 (a) If the Company shall, at any time or from time to time while
this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into
a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the
continuing corporation), then (i) the Warrant Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Warrant Price by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Warrant
Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction, the
numerator of which is shall be the Warrant Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Warrant Price in effect immediately after giving effect to such change,
calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur. 
 (b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or
sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares
immediately theretofore issuable upon exercise of the Warrant, the highest amount of such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number
of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall
be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may
be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the successor corporation (if other than the Company) 

  
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resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to
the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the
other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. 

(c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned
surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior
to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price (as defined below) per share of Common Stock immediately prior to such payment date, less the
fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number
of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the
following: (a) if the Common Stock is then listed on the New York Stock Exchange or any other national securities exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation
Date; (b) if the Common Stock is then quoted on the Over-the-Counter Bulletin Board (the “Bulletin Board”) or such similar quotation system or association, the closing sale price of one share of Common Stock on the Bulletin
Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior
to the Valuation Date; or (c) if the Common Stock is not then listed on a national securities exchange or quoted on the Bulletin Board or such other quotation system or association, the fair market value of one share of Common Stock as of the
Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder. If the Common Stock is not then listed on a national securities exchange, the Bulletin Board or such other quotation system or association,
the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board of Directors of the
Company. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (c) of this paragraph, the Company and the Warrantholder shall jointly select an
appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder. Such adjustment shall be made successively
whenever such a payment date is fixed. 
 (d) An adjustment to the Warrant Price shall become effective immediately after
the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. 
 (e) In the event that, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to receive any shares of capital stock of the Company other than
shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Warrant Shares contained in this Warrant. 

  
 4 








 Section 9. Fractional Interest. The Company shall not be required to issue
fractions of Warrant Shares upon the exercise of this Warrant. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of
delivering such fractional share, shall pay to the exercising Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise. 

Section 10. Extension of Expiration Date. Concurrently with the issuance of this Warrant, the Company and the
Warrantholder are entering into a Registration Rights Agreement pursuant to which, among other things, the Company shall be required to register the resale by the Warrantholder of the Registrable Common Stock (as defined therein). If the Company
fails to cause any Registration Statement covering Registrable Common Stock to be declared effective prior to the applicable dates set forth therein, or if any of the events specified in Section 2(c)(i) of the Registration Rights Agreement
occurs, and the postponement continues for more than 90 days, then the Expiration Date of this Warrant shall be extended one day for each day beyond the 90-day limit that the postponement continues. 

Section 11. Benefits. Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the
Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder. 

Section 12. Notices to Warrantholder. Upon the occurrence of any event requiring an adjustment of the Warrant Price, the
Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth
in reasonable detail the method of calculation and the facts upon which such calculation is based. Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

 Section 13. Identity of Transfer Agent. The Transfer Agent for the Common Stock is American Stock
Transfer & Trust Co. Upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrant, the Company
will mail to the Warrantholder a statement setting forth the name and address of such transfer agent. 

Section 14. Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder
by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement. 

Section 15. Successors. All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind
and inure to the benefit of its respective successors and assigns hereunder. 
 Section 16. Governing Law; Consent
to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof. The Company and, by accepting this
Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the
world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or


  
 5 








 
proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit,
action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE
WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. 

Section 17. Cashless Exercise. Notwithstanding any other provision contained herein to the contrary, from and after
the six-month anniversary of the Closing Date and so long as the Company is required under the Registration Rights Agreement to have effected the registration of the Warrant Shares for resale to the public pursuant to a Registration Statement (as
such term is defined in the Registration Rights Agreement), if, and only during the time that, the Warrant Shares may not be freely sold to the public for any reason (including, but not limited to, the failure of the Company to have effected the
registration of the Warrant Shares or to have a current prospectus available for delivery or otherwise, but excluding the period of any permitted postponement under Section 2(c)(i) of the Registration Rights Agreement, the Warrantholder may
elect to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof,
by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Notice Of Exercise, duly executed, to the Company. Thereupon, the Company shall issue to the Warrantholder such number of fully paid, validly
issued and nonassessable shares of Common Stock as is computed using the following formula: 
 X = Y (A — B)

 A 
 where 

X = the number of shares of Common Stock to which the Warrantholder is entitled upon such cashless exercise; 

Y = the total number of shares of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at
such time for cashless exercise (including both shares to be issued to the Warrantholder and shares as to which the purchase rights are to be canceled as payment therefor); 
 A = the “Market Price” of one share of Common Stock as at the date the net issue election is made; and 
 B = the Warrant Price in effect under this Warrant at the time the net issue election is made. 
 Section 18. Limitations on Exercise. 
 (a) Notwithstanding anything to
the contrary contained herein, the number of Warrant Shares that may be acquired by the Warrantholder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of Common Stock then beneficially owned by such Warrantholder and its 

  
 6 








 
Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Warrantholder’s for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a
Warrantholder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a transaction contemplated by Section 8 of this Warrant. By written notice to the
Company, the Warrantholder may waive the provisions of this Section 18(a), but any such waiver will not be effective until the 61st day after delivery of such notice, nor will any such waiver affect any other Warrantholder. 

(b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the
Warrantholder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned
by such Warrantholder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Warrantholder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.8% of the total
number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a transaction contemplated by Section 8 of this Warrant. This restriction may not be waived. 
 Section 19. No Rights as Stockholder. Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its
ownership of this Warrant. 
 Section 20. Amendment; Waiver. This Warrant is one of a series of Warrants of
like tenor issued by the Company pursuant to the Purchase Agreement and initially covering an aggregate of 1,000,000 shares of Common Stock (collectively, the “Private Placement Warrants”). Any term of this Warrant may be amended or
waived (including the adjustment provisions included in Section 8 of this Warrant) upon the written consent of the Company and the holders of Private Placement Warrants representing at least 50.1% of the number of shares of Common Stock then
subject to all outstanding Private Placement Warrants; provided, that (x) any such amendment or waiver must apply to all Private Placement Warrants; and (y) the number of Warrant Shares subject to this Warrant, the Warrant
Price and the Expiration Date may not be amended, and the right to exercise this Warrant may not be altered or waived, without the written consent of the Warrantholder. 
 Section 21. Section Headings. The section headings in this Warrant are for the convenience of the Company and the Warrantholder and in no way alter, modify, amend, limit or restrict
the provisions hereof. 
 [Signature page follows.] 

  
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 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of
the      day of             , 2011. 
  

			
	AG MORTGAGE INVESTMENT TRUST, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	









 Appendix A 
 FORM OF EXERCISE NOTICE 
 (To be executed by the Holder to exercise the
right to purchase shares of 
 Common Stock under the foregoing Warrant) 
 To AG Mortgage Investment Trust, Inc.: 
 The undersigned is the Holder of Warrant No.
         (the “Warrant”) issued by AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”). As a condition to this exercise, the undersigned
Holder hereby represents and warrants to the Company that the representations and warranties set forth in Section Article 3 of the Purchase Agreement (as defined in the Warrant) are true and correct in all material respects as of the date
hereof as if they had been made on such date with respect to the Warrant Shares. The undersigned Holder further acknowledges that the sale, transfer, assignment or hypothecation of the Warrant Shares to be issued upon exercise of this Warrant is
subject to the terms and conditions contained in the Warrant. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant. 

 

	1.	The Warrant is currently exercisable to purchase a total of                 
Warrant Shares. 

  

	2.	The undersigned Holder hereby exercises its right to purchase                 
Warrant Shares pursuant to the Warrant (which requires exercise for a minimum of at least 5,000 Warrant Shares or such lesser number of Warrant Shares for which the Warrant remains exercisable). 


 

	3.	The Holder intends that payment of the Exercise Price shall be made as (check one): 


         “Cash Exercise” under Section 3 

         “Cashless Exercise” if permitted under Section 17

  

	4.	If the holder has elected a Cash Exercise, the holder shall pay the sum of $          to the Company in accordance with
the terms of the Warrant. 

  

	5.	Pursuant to this exercise, the Company shall deliver to the holder
                 Warrant Shares in accordance with the terms of the Warrant. 


 

	6.	Following this exercise, the Warrant shall be exercisable to purchase a total of
                 Warrant Shares. 

  

					
	Dated:              ,         	  	Name of Holder:
			
		  	(Print)	 	  

			
		  	By:	 	  

		  	Name:	 	  

		  	Title:	 	  

		  	(Signature must conform in all respects to name of holder as specified on the face of the Warrant) Taxpayer Identification Number
                            









			
	 ACKNOWLEDGED AND

AGREED TO this      day of 
         , 20    

	
	AG MORTGAGE INVESTMENT TRUST, INC.
		
	By:	 	
	Name:	 	  

	Title: