EX-10.1



 Exhibit 10.1 
 EXECUTION COPY 
 IAS OPERATING PARTNERSHIP LP 

INVESCO MORTGAGE CAPITAL INC. 
 5.00% Exchangeable Senior Notes due 2018 
 Registration Rights
Agreement 
 March 12, 2013 
 CREDIT SUISSE SECURITIES (USA) LLC 

CITIGROUP GLOBAL MARKETS INC. 
 MERRILL LYNCH, PIERCE, FENNER & SMITH 
                        INCORPORATED, 

As Representatives of the several Initial Purchasers 
 Named in Schedule A to the Purchase Agreement 
 c/o Credit Suisse Securities (USA) LLC
(“Credit Suisse”) 
 Eleven Madison Avenue 
 New York, New York 10010-3629 
 Ladies and Gentlemen: 

IAS Operating Partnership LP, a Delaware limited partnership (the “Company”), proposes to issue and sell to the Initial
Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) the Company’s 5.00% Exchangeable Senior Notes due 2018 (the “Notes”), exchangeable into common stock, par value $0.01 per
share (“Invesco Mortgage Capital Common Stock”) of Invesco Mortgage Capital Inc., a Maryland corporation (“Invesco Mortgage Capital”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and Invesco Mortgage Capital agree with the Initial Purchasers for the benefit of Holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows: 
 1. Definitions. 

(a) Capitalized terms used herein without definition shall have the meanings ascribed to them in the Purchase Agreement. As used in this
Agreement, the following defined terms shall have the following meanings: 
 “Act” or “Securities
Act” means the United States Securities Act of 1933, as amended. 







 “Affiliate” of any specified person means any other person which, directly
or indirectly, is in control of, is controlled by, or is under common control with such specified person. For purposes of this definition, control of a person means the power, direct or indirect, to direct or cause the direction of the management
and policies of such person whether by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
 “Automatic Shelf Registration Statement” shall mean a Shelf Registration Statement which shall become effective upon filing thereof pursuant to General Instruction I.D of Form S-3.

 “Closing Date” has the meaning set forth in the Purchase Agreement. 

“Commission” means the United States Securities and Exchange Commission, or any other federal agency at the time
administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. 

“DTC” means The Depository Trust Company. 
 “Effective Failure” has the meaning assigned thereto in Section 7(b) hereof. 
 “Effectiveness Period” has the meaning assigned thereto in Section 2(b)(i) hereof. 
 “Effective Time” means the time at which the Commission declares the Shelf Registration Statement effective or at which the Shelf Registration Statement otherwise becomes effective or, in
the case of designation of an Automatic Shelf Registration Statement as the Shelf Registration Statement, the date a Prospectus is first made available for use thereunder by the Holders. 

“Electing Holder” has the meaning assigned thereto in Section 3(a)(iii) hereof. 

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended. 

“Filing Default” has the meaning assigned thereto in Section 7(a) hereof. 

“FINRA Rules” means the Conduct Rules of the Financial Industry Regulatory Authority, Inc., as amended from time to
time. 
 “Holder” means any person that is the record owner of Registrable Securities (and includes any person
that has a beneficial interest in any Registrable Security in book-entry form). 
 “Invesco Mortgage Capital Common
Stock” means Invesco Mortgage Capital’s common stock, par value $0.01 per share. 
 “Indenture”
means the Indenture, dated as of March 12, 2013, by and among the Company, Invesco Mortgage Capital and the Trustee, as amended and supplemented from time to time in accordance with its terms. 

“Initial Purchasers” means the Initial Purchasers named in Schedule A to the Purchase Agreement. 

“Liquidated Damages” has the meaning assigned thereto in Section 7 hereof. 

  
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 “Managing Underwriters” means the investment banker or investment bankers
and manager or managers that shall administer an underwritten offering, if any, conducted pursuant to Section 6 hereof. 

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire
substantially in the form of Appendix A hereto. 
 The term “person” means an individual, partnership,
corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 

“Prospectus” means the prospectus (including, without limitation, any preliminary prospectus, any final prospectus and
any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or 430B under the Act) included in the Shelf Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by the Shelf Registration Statement and by all other amendments and supplements to such prospectus, including
all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by Invesco Mortgage Capital under the Exchange Act and incorporated by reference therein and, to the extent applicable and permitted
in connection with any transaction, any “issuer free writing prospectus,” as such term is defined in Rule 433 under the Securities Act. 
 “Purchase Agreement” means the purchase agreement, dated as of March 6, 2013, among the Initial Purchasers, the Company and Invesco Mortgage Capital relating to the Notes.

 “Registrable Securities” means all shares of Invesco Mortgage Capital Common Stock issuable upon exchange,
repurchase or redemption of the Notes; provided, however, that a security ceases to be a Registrable Security when it is no longer a Restricted Security. 
 “Registration Default” has the meaning assigned thereto in Section 7 hereof. 
 “Restricted Security” means any share of Invesco Mortgage Capital Common Stock issuable upon exchange of the Notes except any such share of Invesco Mortgage Capital Common Stock which
(i) has been effectively registered under the Securities Act and sold in a manner contemplated by the Shelf Registration Statement, (ii) has been transferred in compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or has become transferable pursuant to Rule 144 (or any successor provision thereto). 
 “Rule 415”
means Rule 415 promulgated pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. 

“Rules and Regulations” means the published rules and regulations of the Commission promulgated under the Securities Act
or the Exchange Act, as in effect at any relevant time. 
 “Shelf Registration” means a registration effected
pursuant to Section 2 hereof. 
 “Shelf Registration Statement” means a “shelf” registration
statement filed under the Securities Act on Form S-3 or, if not then available to Invesco Mortgage Capital, on another appropriate form, of Invesco Mortgage Capital pursuant to the provisions of Section 2 of this Agreement, providing for the
registration of, and the sale on a continuous or delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 and/or any similar rule that may be adopted by the Commission, filed by


  
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Invesco Mortgage Capital pursuant to the provisions of Section 2 of this Agreement, including the Prospectus contained therein, any amendments and supplements to such registration statement,
including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement. 
 “Suspension Period” has the meaning assigned thereto in Section 2(d) hereof. 
 “Trustee” shall have the meaning set forth in the Indenture. 

The term “underwriter” means any underwriter of Registrable Securities in connection with an offering thereof under a
Shelf Registration Statement. 
 Wherever there is a reference in this Agreement to a percentage of the “principal
amount” of Notes, Invesco Mortgage Capital Common Stock shall be treated as representing the principal amount of Notes that was surrendered for conversion or exchange in order to receive such number of shares of Invesco Mortgage Capital Common
Stock. 
 2. Shelf Registration. 
 (a) Invesco Mortgage Capital shall, no later than 120 calendar days following the Closing Date, (1) file with the Commission a Shelf Registration Statement relating to the offer and sale of the
Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement and, if the Shelf Registration Statement is not an Automatic Shelf
Registration Statement, Invesco Mortgage Capital thereafter shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Act no later than 210 calendar days following the Closing Date or
(2) solely at its option, in lieu of filing a shelf registration statement and causing such registration statement to be declared effective as described in clause (i) above, designate, no later than 90 calendar days following the Closing
Date, by means of an Officers’ Certificate (as defined in the Indenture), an effective Automatic Shelf Registration Statement as a Shelf Registration Statement able to be used for resales of the Registrable Securities. In the event that Invesco
Mortgage Capital exercises this option (which it is not obligated to do), it shall be obligated to use its commercially reasonable efforts to prepare and file a supplement to the Prospectus, if necessary, to cover resales of the Registrable
Securities by the Holders no later than 180 calendar days following the Closing Date. 
 (b) Invesco Mortgage Capital shall use
its commercially reasonable efforts: 
 (i) to keep the Shelf Registration Statement continuously effective under
the Act in order to permit the Prospectus forming a part thereof to be usable by Holders for a period expiring on the earlier of (1) the sale of all Registrable Securities registered under the Shelf Registration Statement and (2) one year
after the last date that Notes have been exchanged for shares of Invesco Mortgage Capital Common Stock (such period being referred to herein as the “Effectiveness Period”); 

(ii) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any Electing Holder of
Registrable Securities, to take any action reasonably necessary to enable such Electing Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such
Electing Holder as a selling securityholder in the Shelf Registration Statement; and 
 (iii) if at any time the
Notes, pursuant to Article 15.05(f) of the Indenture, are exchangeable into securities other than Invesco Mortgage Capital Common Stock, to cause, or to cause any successor under the Indenture to cause such securities to be included in the Shelf
Registration Statement or a replacement shelf registration statement no later than the date on which the Notes may then be exchangeable or convertible into such securities. 

  
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 (c) Invesco Mortgage Capital shall be deemed not to have used its commercially reasonable
efforts to keep the Shelf Registration Statement effective during the requisite period if Invesco Mortgage Capital voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell
any of such Registrable Securities during that period, unless (i) Invesco Mortgage Capital is required by applicable law, or (ii) if the CEO or CFO of Invesco Mortgage Capital shall have determined in good faith that under circumstances
related to acquisition or divestiture of assets, pending corporate developments, public filings with the Commission, or other similar events, it is in the best interests of Invesco Mortgage Capital, to suspend the use of the Prospectus. 

(d) Invesco Mortgage Capital may suspend the use of the Prospectus for a period not to exceed 30 days in any 90-day period or an
aggregate of 90 days in any 360-day period (each a “Suspension Period”) for the reasons set forth in 2(c) above if, prior to suspending such use, Invesco Mortgage Capital provides the Holders with written notice of such suspension,
which notice need not specify the nature of the event giving rise to such suspension; provided, however, that in the event of any such suspension, the Effectiveness Period shall be extended by the number of days equal to the suspension period.

 3. Registration Procedures. In connection with the Shelf Registration Statement, the following provisions shall apply:

 (a) 
 (i) Not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, Invesco Mortgage Capital shall mail the Notice and Questionnaire to the Trustee for delivery to the
Holders. No Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no Holder shall be entitled to use the Prospectus forming a part thereof for resales of Registrable
Securities at any time, unless such Holder has returned a completed and signed Notice and Questionnaire to Invesco Mortgage Capital by the deadline for response set forth therein; provided, however, Holders of Registrable Securities shall
have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such Holders to return a completed and signed Notice and Questionnaire to Invesco Mortgage Capital. 

(ii) After the Effective Time of the Shelf Registration Statement, Invesco Mortgage Capital shall, upon the request of any
Holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such Holder. Invesco Mortgage Capital shall not be required to take any action to name such Holder as a selling securityholder in the
Shelf Registration Statement or to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities until such Holder has returned a completed and signed Notice and Questionnaire to Invesco Mortgage Capital. If a
Notice and Questionnaire is delivered to Invesco Mortgage Capital during a Suspension Period, Invesco Mortgage Capital shall not be obligated to take actions to name the Holder delivering such Notice and Questionnaire as a selling security holder in
the Shelf Registration Statement until the termination of such Suspension Period. 
 (iii) The term
“Electing Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to Invesco Mortgage Capital in accordance with Section 3(a)(i) or 3(a)(ii) hereof. 

  
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 (b) Invesco Mortgage Capital shall furnish to the Trustee for delivery to each Electing
Holder, as soon as reasonably practicable prior to the Effective Time, a sufficient number of copies of the Shelf Registration Statement initially filed with the Commission, and shall furnish to the Trustee for delivery to each such Holder, prior to
the filing thereof with the Commission, sufficient copies of each amendment thereto and each amendment or supplement, if any, to the Prospectus included therein (but not including any reports, other documents and exhibits that are filed with or
incorporated by reference in the Shelf Registration Statement other than any report naming an Electing Holder as a selling securityholder) and shall use its commercially reasonable efforts to reflect in each such document, at the Effective Time or
when so filed with the Commission, as the case may be, such comments as such Holders and their respective counsel reasonably may propose. 
 (c) Invesco Mortgage Capital shall promptly take such action as may be necessary so that (i) each of the Shelf Registration Statement and any amendment thereto and the Prospectus forming a part
thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference in each case) complies in all material respects with the Securities Act and the Exchange Act and the Rules and Regulations,
(ii) each of the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) each of the Prospectus forming a part of the Shelf Registration Statement, and any amendment or supplement to such Prospectus, does not at any time during the Effectiveness Period include an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

(d) Invesco Mortgage Capital shall promptly advise the Trustee, and shall confirm such advice in writing if so requested by the Trustee:

 (i) when a Shelf Registration Statement and any amendment thereto has been filed with the Commission and when
a Shelf Registration Statement or any post-effective amendment thereto has become effective; 
 (ii) of any
request by the Commission for amendments or supplements to the Shelf Registration Statement or the Prospectus included therein or for additional information; 
 (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for either such purpose; 

(iv) of the receipt by Invesco Mortgage Capital of any notification with respect to the suspension of the qualification of
the securities included in the Shelf Registration Statement for sale in any jurisdiction or the initiation of any proceeding for such purpose; and 
 (v) of the happening of any event or the existence of any state of facts that requires the making of any changes in the Shelf Registration Statement or the Prospectus included therein


  
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so that, as of such date, such Shelf Registration Statement and Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to such Holders to suspend the use of
the Prospectus until the requisite changes have been made, which notice need not specify the nature of the event giving rise to such suspension). 
 (e) Invesco Mortgage Capital shall use its commercially reasonable efforts to prevent the issuance, and if issued to obtain the withdrawal at the earliest possible time, of any order suspending the
effectiveness of the Shelf Registration Statement that would prevent this use. 
 (f) Invesco Mortgage Capital shall furnish to
the Trustee for delivery to each Electing Holder, without charge, at least one copy of the Shelf Registration Statement and all post-effective amendments thereto, including financial statements and schedules, and, if such Electing Holder so requests
in writing, all reports, other documents and exhibits that are filed with or incorporated by reference in the Shelf Registration Statement. 
 (g) Invesco Mortgage Capital shall, during the Effectiveness Period, deliver to each Electing Holder, without charge, as many copies of the Prospectus (including, without limitation, each preliminary
Prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such Electing Holder may reasonably request; and Invesco Mortgage Capital consents (except during a Suspension Period or during the continuance of
any event described in Section 3(d)(v) above) to the use of the Prospectus and any amendment or supplement thereto by each of the Electing Holders in connection with the offering and sale of the Registrable Securities covered by the Prospectus
and any amendment or supplement thereto during the Effectiveness Period. 
 (h) Prior to any offering of Registrable Securities
pursuant to the Shelf Registration Statement, Invesco Mortgage Capital shall (i) register or qualify or cooperate with the Electing Holders and their respective counsel in connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as any Electing Holder may reasonably request, (ii) keep such registrations or qualifications in effect and comply
with such laws so as to permit the continuance of offers and sales in such jurisdictions for so long as may be necessary to enable any Electing Holder or underwriter, if any, to complete its distribution of Registrable Securities pursuant to the
Shelf Registration Statement, and (iii) take any and all other actions necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities; provided, however, that in no event shall Invesco Mortgage
Capital be obligated to (A) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Section 3(h) or (B) file any general consent to service
of process in any jurisdiction where it is not as of the date hereof so subject. 
 (i) Unless any Registrable Securities shall
be in book-entry only form, Invesco Mortgage Capital shall cooperate with the Electing Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Shelf Registration
Statement, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and
which certificates shall be free of any restrictive legends (other than certain REIT related legends) and in such permitted denominations and registered in such names as Electing Holders may request in connection with the sale of Registrable
Securities pursuant to the Shelf Registration Statement. 

  
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 (j) Upon the occurrence of any fact or event contemplated by paragraph 3(d)(v) above,
Invesco Mortgage Capital shall promptly prepare a post-effective amendment to any Shelf Registration Statement or an amendment or supplement to the related Prospectus or file any other required document with the Commission so that, as thereafter
delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If Invesco Mortgage Capital notifies the Trustee of the occurrence of any fact or event contemplated by paragraph 3(d)(v) above, the Electing Holder shall suspend the use of the Prospectus
until the requisite changes to the Prospectus have been made. 
 (k) [Intentionally omitted]. 

(l) Invesco Mortgage Capital shall use its commercially reasonable efforts to comply with all applicable Rules and Regulations in all
material respects, and to make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after (i) the effective date (as defined in Rule 158(c) under the Securities Act) of the
Shelf Registration Statement, (ii) the effective date of each post-effective amendment to the Shelf Registration Statement, and (iii) the date of each filing by Invesco Mortgage Capital with the Commission of an Annual Report on Form 10-K
that is incorporated by reference in the Shelf Registration Statement, an earning statement of Invesco Mortgage Capital its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission
thereunder (including, at the option of Invesco Mortgage Capital, Rule 158). 
 (m) [Intentionally omitted]. 

(n) In the event of an underwritten offering conducted pursuant to Section 6 hereof, Invesco Mortgage Capital shall, if requested,
promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Shelf Registration Statement such information as the Managing Underwriters reasonably agree should be included therein and to which Invesco Mortgage
Capital does not reasonably object and shall make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement
or post-effective amendment. 
 (o) Invesco Mortgage Capital shall enter into such customary agreements (including an
underwriting agreement in customary form in the event of an underwritten offering conducted pursuant to Section 6 hereof) and take all other appropriate action in order to expedite and facilitate the registration and disposition of the
Registrable Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures substantially identical to those set forth in Section 5 hereof with respect
to all parties to be indemnified pursuant to Section 5 hereof. 
 (p) Invesco Mortgage Capital shall: 

(i) (A) make reasonably available for inspection by the Electing Holders, any underwriter participating in any
disposition pursuant to the Shelf Registration Statement, and any attorney, accountant or other agent retained by such Electing Holders or any such underwriter all 

  
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relevant financial and other records, pertinent corporate documents and properties of Invesco Mortgage Capital and its subsidiaries, and (B) cause Invesco Mortgage Capital’s officers,
directors and employees to supply all information reasonably requested by such Electing Holders or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as is customary for similar due
diligence examinations; provided, however, that all records, information and documents that are designated in writing by Invesco Mortgage Capital, in good faith, as confidential shall be kept confidential by such Electing Holders and any such
underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such records, information or documents become available to the public generally or through a third party without
an accompanying obligation of confidentiality; and provided further that, if the foregoing inspection and information gathering would otherwise disrupt Invesco Mortgage Capital’s conduct of its business, such inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of the Electing Holders and the other parties entitled thereto by one counsel designated by and on behalf of the Electing Holders and other parties; 

(ii) in connection with any underwritten offering conducted pursuant to Section 6 hereof, make such representations
and warranties to the Electing Holders participating in such underwritten offering and to the Managing Underwriters, in form, substance and scope as are customarily made by Invesco Mortgage Capital to underwriters in primary underwritten offerings
of equity and exchangeable or convertible debt securities, provided, that in no event shall the representations and warranties be broader than those set forth in the Purchase Agreement, other than appropriate changes to reflect changed circumstances
or changed legal requirements; 
 (iii) in connection with any underwritten offering conducted pursuant to
Section 6 hereof, obtain opinions of counsel to Invesco Mortgage Capital (which counsel and opinions (in form, scope and substance) shall be consistent with the opinions of counsel of Invesco Mortgage Capital delivered in underwritten public
offerings and be reasonably satisfactory to the Managing Underwriters) addressed to each Electing Holder participating in such underwritten offering and the underwriters, covering such matters as are customarily covered in opinions requested in
primary underwritten offerings of equity and exchangeable or convertible debt securities and such other matters as may be reasonably requested by such Electing Holders and underwriters (it being agreed that the matters to be covered by such opinions
shall include, without limitation, as of the date of the opinion and as of the Effective Time of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from the Shelf Registration Statement
and the Prospectus, including, without limitation, the documents incorporated by reference therein, of an untrue statement of a material fact or the omission of a material fact required to be stated therein (in the case of the Prospectus, in light
of the circumstances in which they were made) or necessary to make the statements therein not misleading); 

(iv) in connection with any underwritten offering conducted pursuant to Section 6 hereof, obtain “cold
comfort” letters and updates thereof from the independent public accountants of Invesco Mortgage Capital (and, if necessary, from the independent public accountants of any subsidiary of Invesco Mortgage Capital or of any business acquired by
Invesco Mortgage Capital for which financial statements and financial data are, or are required to be, included in the Shelf Registration Statement), addressed to each Electing Holder participating in such underwritten offering (if such Electing
Holder has provided such letter, representations or documentation, if any, required for such cold comfort letter to be so addressed) and the underwriters, in customary form and covering matters of the type customarily covered in “cold
comfort” letters in connection with primary underwritten offerings; 
 (v) in connection with any
underwritten offering conducted pursuant to Section 6 hereof, deliver such documents and certificates as may be reasonably requested by any Electing Holders participating in such underwritten offering and the Managing Underwriters, if any,
including, without limitation, certificates to evidence compliance with Section 3(i) hereof and with any conditions contained in the underwriting agreement or other agreements entered into by Invesco Mortgage Capital; provided that in no event
shall the Company, Invesco Mortgage Capital nor any of its officers and directors be required to enter into any agreements not to offer or sell Invesco Mortgage Capital Common Stock or other securities (i.e., “lock-up letters”).


  
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 (q) Invesco Mortgage Capital will use its commercially reasonable efforts to cause the
Invesco Mortgage Capital Common Stock issuable upon exchange of the Notes to be listed on the New York Stock Exchange or other stock exchange or trading system on which the Invesco Mortgage Capital Common Stock primarily trades on or prior to the
Effective Time of the Shelf Registration Statement. 
 (r) In the event that any broker dealer registered under the Exchange Act
shall be an “affiliate” (as defined in Rule 2720(f)(1) of the FINRA Rules (or any successor provision thereto)) of Invesco Mortgage Capital or has a “conflict of interest” (as defined in Rule 2720(f)(5) of the FINRA
Rules (or any successor provision thereto)) and such broker dealer shall underwrite, participate as a member of an underwriting syndicate or selling group or assist in the distribution of any Registrable Securities covered by the Shelf Registration
Statement, whether as a Holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, Invesco Mortgage Capital shall assist such broker dealer in complying with the
requirements of the FINRA Rules, including, without limitation, by (A) engaging a “qualified independent underwriter” (as defined in Rule 2720(f)(12) of the FINRA Rules (or any successor provision thereto)) to participate in the
preparation of the registration statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and to recommend the public offering price of such Registrable Securities, (B) indemnifying such
qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof, and (C) providing such information to such broker dealer as may be required in order for such broker-dealer to comply with
the requirements of the FINRA Rules. 
 (s) Invesco Mortgage Capital shall use its commercially reasonable efforts to take all
other steps necessary to effect the registration, offering and sale of the Registrable Securities covered by the Shelf Registration Statement contemplated hereby. 
 (t) Notwithstanding any provision of this Section 3 to the contrary, Invesco Mortgage Capital shall not be required to amend or supplement the Shelf Registration Statement during a Suspension Period.

 4. Registration Expenses. Except as otherwise provided in Section 3, Invesco Mortgage Capital shall bear all fees
and expenses incurred in connection with the performance of its obligations under Sections 2, 3 and 6 hereof and shall bear or reimburse the Electing Holders for the reasonable fees and disbursements of a single counsel selected by a plurality of
all Electing Holders who own an aggregate of not less than 25% of the Registrable Securities covered by the Shelf Registration Statement to act as counsel therefore in connection therewith. Each Electing Holder shall pay all underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or disposition of such Electing Holder’s Registrable Securities pursuant to the Shelf Registration Statement. 

  
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 5. Indemnification and Contribution. 

(a) Indemnification by Invesco Mortgage Capital. Upon the registration of the Registrable Securities pursuant to Section 2
hereof, Invesco Mortgage Capital shall indemnify and hold harmless each Electing Holder and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Registrable Securities, and each of their
respective officers and directors and each person who controls such Electing Holder, underwriter, selling agent or other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each
such person being sometimes referred to as an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement under which such
Registrable Securities are to be registered under the Securities Act, any Prospectus contained therein or furnished by Invesco Mortgage Capital to any Indemnified Person, or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Invesco Mortgage Capital hereby agrees to reimburse such Indemnified Person for any legal or
other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that Invesco Mortgage Capital shall not be liable to any such Indemnified
Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Shelf Registration Statement or
Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to Invesco Mortgage Capital by such Indemnified Person expressly for use therein. 

(b) Indemnification by the Electing Holders and any Agents and Underwriters. Each Electing Holder agrees, as a consequence of the
inclusion of any of such Electing Holder’s Registrable Securities in such Shelf Registration Statement, and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Registrable Securities
shall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless Invesco Mortgage Capital and its directors, officers who sign any Shelf Registration
Statement and each person, if any, who controls Invesco Mortgage Capital within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which Invesco
Mortgage Capital or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in such Shelf Registration Statement or Prospectus, or any amendment or supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to Invesco Mortgage Capital by such Electing Holder, underwriter, selling agent or other securities professional expressly for use therein, and (ii) reimburse Invesco Mortgage Capital for any legal
or other expenses reasonably incurred by Invesco Mortgage Capital in connection with investigating or defending any such action or claim as such expenses are incurred. 

  
 11 









 (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 5, notify such indemnifying party in
writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by
subsection (a) or (b) above. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein
and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party,
be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this
Section 5 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party
shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party
from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. 

(d) Contribution. If the indemnification provided for in this Section 5 is unavailable to or insufficient to hold harmless an
indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or
by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation (even if the Electing Holders or any underwriters, selling agents or other securities professionals or all of them were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to in this Section 5(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Electing Holders and any
underwriters, selling agents or other securities professionals in this Section 5(d) to contribute shall be several in proportion to the percentage of principal amount of Registrable Securities registered or underwritten, as the case may
be, by them and not joint. 

  
 12 









 (e) Notwithstanding any other provision of this Section 5, in no event will any
(i) Electing Holder be required to undertake liability to any person under this Section 5 for any amounts in excess of the dollar amount of the proceeds to be received by such Holder from the sale of such Holder’s Registrable
Securities (after deducting any fees, discounts and commissions applicable thereto) pursuant to any Shelf Registration Statement under which such Registrable Securities are to be registered under the Securities Act and (ii) underwriter, selling
agent or other securities professional be required to undertake liability to any person hereunder for any amounts in excess of the discount, commission or other compensation payable to such underwriter, selling agent or other securities professional
with respect to the Registrable Securities underwritten by it and distributed to the public. 
 (f) The obligations of Invesco
Mortgage Capital under this Section 5 shall be in addition to any liability which Invesco Mortgage Capital may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 5 shall be in addition
to any liability which such Indemnified Person may otherwise have to Invesco Mortgage Capital. The remedies provided in this Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an
indemnified party at law or in equity. 
 6. Underwritten Offering. Any Holder of Registrable Securities who desires to
do so may sell Registrable Securities (in whole or in part) in an underwritten offering; provided that (i) the Electing Holders of at least 33-1/3% of the Registrable Securities then covered by the Shelf Registration Statement shall
request such an offering and (ii) at least such amount of such Registrable Securities shall be included in such offering; and provided further that Invesco Mortgage Capital shall not be obligated to cooperate with more than one
underwritten offering during the Effectiveness Period. Upon receipt of such a request, Invesco Mortgage Capital shall provide all Holders of Registrable Securities written notice of the request, which notice shall inform such Holders that they have
the opportunity to participate in the offering. In any such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto
(including the size of the offering) will be approved by, the holders of a majority of the Registrable Securities to be included in such offering; provided, however, that such investment bankers and managers and underwriting arrangements must
be reasonably satisfactory to Invesco Mortgage Capital. No Holder may participate in any underwritten offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s Registrable Securities to be included in the
underwritten offering in accordance with any approved underwriting arrangements, (b) such Holder completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such approved underwriting arrangements, and (c) if such Holder is not then an Electing Holder, such Holder returns a completed and signed Notice and Questionnaire to Invesco Mortgage Capital in accordance with
Section 3(a)(ii) hereof within a reasonable amount of time before such underwritten offering. The Holders participating in any underwritten offering shall be responsible for any underwriting discounts and commissions and fees and, subject to
Section 4 hereof, expenses of their own counsel. Invesco Mortgage Capital shall pay all expenses customarily borne by issuers in an underwritten offering, including but not limited to filing fees, the fees and disbursements of its counsel and
independent public accountants and any printing expenses incurred in connection with such underwritten offering. Notwithstanding the foregoing or the provisions of Section 3(n) hereof, upon receipt of a request from the Managing Underwriter or
a representative of holders of a majority of the Registrable Securities to be included in an underwritten offering to prepare and file an amendment or supplement to the Shelf Registration Statement and Prospectus in connection with an underwritten
offering, Invesco Mortgage Capital may delay the filing of any such amendment or supplement for up to 90 days if the Board of Directors or the CEO or CFO of Invesco Mortgage Capital shall have determined in good faith that Invesco Mortgage Capital
has a bona fide business reason for such delay. 

  
 13 









 7. Liquidated Damages. 

(a) Notwithstanding any postponement of effectiveness pursuant to Section 2(a) hereof, (i) if on or prior
to the 120th calendar day following the Closing Date, a
Shelf Registration Statement has not been filed with the Commission (and Invesco Mortgage Capital has not exercised its option under Section 2(a)(2) hereof to designate by means of an Officers’ Certificate (as defined in the Indenture) an
Automatic Shelf Registration Statement as a Shelf Registration Statement able to be used for resales of the Registrable Securities), (ii) if the Shelf Registration Statement is not an Automatic Shelf Registration Statement and on or prior to
the 210th calendar day following the Closing Date, such
Shelf Registration Statement is not declared effective by the Commission or (iii) if an Automatic Shelf Registration Statement has been designated by Invesco Mortgage Capital solely at its option and in the manner set forth in
Section 2(a)(2) and on or prior to the 210th calendar
day following the Closing Date, Invesco Mortgage Capital has not prepared and filed with the Commission a supplement to the Prospectus to cover resales of the Registrable Securities, if necessary (each, a “Filing Default”), the
Company shall be required to pay liquidated damages on the Notes (“Liquidated Damages”), from and including the day following such Filing Default until the earlier of (i) the date such Shelf Registration Statement or supplement
to the Prospectus is either so filed or so filed and subsequently declared effective, as applicable or (ii) or (2) the time the Effectiveness Period expires, at a rate per annum equal to an additional one-quarter of one percent (0.25%) of
the principal amount of the Notes, to and including the 90th day following such Filing Default and one-half of one percent (0.50%) thereof from and after the 91st day following such Filing Default. 

(b) In the event that the Shelf Registration Statement ceases to be effective (without being succeeded immediately by an additional Shelf
Registration Statement that is filed and immediately becomes effective) or usable other than as a result of a Suspension Period (or the Holders of Registrable Securities are otherwise prevented or restricted by Invesco Mortgage Capital from
effecting sales pursuant thereto) (an “Effective Failure” and, together with a Filing Default, a “Registration Default”) for more than ten business days and Invesco Mortgage Capital does not restore effectiveness
or, if applicable, Invesco Mortgage Capital does not terminate a Suspension Period by the 30th day in any 90-day period or if suspension exceeds 90 days in any 360-day period, then the Company shall pay Liquidated Damages at a rate per annum equal
to an additional one-quarter of one percent (0.25%) of the principal amount of the Notes from the day following the 10th business day following the date that such Shelf Registration Statement ceases to be effective (or the Holders of Registrable
Securities are otherwise prevented or restricted by Invesco Mortgage Capital from effecting sales pursuant thereto) or on the 31st or 91st day, as the case may be, in the case of a Suspension Period, for a period of 90 days, and thereafter shall pay
Liquidated Damages at a rate per annum equal to an additional one-half of one percent (0.50%), until the earlier of (i) the time the Shelf Registration Statement again becomes effective or the Holders of Registrable Securities are again able to
make sales under the Shelf Registration Statement or (2) the time the Effectiveness Period expires. For the purpose of determining an Effective Failure, days on which the Company has been obligated to pay Liquidated Damages in accordance with
the foregoing in respect of a prior Effective Failure within the applicable period, as the case may be, shall not be included. 

(c) [Intentionally omitted]. 
 (d) Any amounts to be paid as Liquidated Damages pursuant to paragraphs (a) or (b) of this Section 7 shall be paid in cash semi-annually in arrears, with the first semi-annual payment due
on the 

  
 14 









 
first Interest Payment Date (as defined in the Indenture), as applicable, following the date of such Registration Default. Such Liquidated Damages will accrue in respect of the Notes at the rates
set forth in paragraphs (a) or (b) of this Section 7, as applicable, on the principal amount of the Notes. 
 (e)
The Liquidated Damages as set forth in this Section 7 shall be the exclusive monetary remedy available to the Holders of Registrable Securities for such Registration Default or Effective Failure. In no event shall the Company be required to pay
Liquidated Damages in excess of the applicable maximum amount of one half of one percent (0.50%) set forth above, regardless of whether one or multiple Registration Defaults exists. 

Notwithstanding any provision in this Agreement, in no event shall Liquidated Damages accrue to holders of Invesco Mortgage Capital
Common Stock issued upon exchange of Notes. In lieu thereof, the Company shall increase the Exchange Rate (as defined in the Indenture) by 3% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred
and is continuing; provided, however, that (i) the foregoing adjustment shall not be applied more than once to the same $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes into
Invesco Mortgage Capital Common Stock, such Holder shall not be entitled to any compensation with respect to such Invesco Mortgage Capital Common Stock. If a Note ceases to be Outstanding (whether as a result of a Holder exercising its exchange
rights or otherwise) during any period for which Liquidated Damages are accruing, the Company will prorate the Liquidated Damages to be paid with respect to that Note. 
 8. Miscellaneous. 
 (a) Other Registration Rights. Invesco Mortgage
Capital may grant registration rights that would permit any person that is a third party the right to piggy-back on any Shelf Registration Statement, provided that if the Managing Underwriter of any underwritten offering conducted pursuant to
Section 6 hereof notifies Invesco Mortgage Capital and the Electing Holders that the total amount of securities which the Electing Holders and the holders of such piggy-back rights intend to include in any Shelf Registration Statement is so
large as to materially threaten the success of such offering (including the price at which such securities can be sold), then the amount, number or kind of securities to be offered for the account of holders of such piggy-back rights will be reduced
to the extent necessary to reduce the total amount of securities to be included in such offering to the amount, number and kind recommended by the Managing Underwriter prior to any reduction in the amount of Registrable Securities to be included in
such Shelf Registration Statement. 
 (b) Specific Performance. The parties hereto acknowledge that there would be no
adequate remedy at law if Invesco Mortgage Capital fails to perform any of its obligations hereunder and that the Initial Purchasers and the Holders from time to time may be irreparably harmed by any such failure, and accordingly agree that the
Initial Purchasers and such Holders, in addition to any other remedy to which they may be entitled at law or in equity and without limiting the remedies available to the Electing Holders under Section 7 hereof, shall be entitled to compel
specific performance of the obligations of Invesco Mortgage Capital under this Registration Rights Agreement in accordance with the terms and conditions of this Registration Rights Agreement, in any court of the United States or any State thereof
having jurisdiction. 
 (c) Amendments and Waivers. This Agreement, including this Section 8(c), may be amended, and
waivers or consents to departures from the provisions hereof may be given, only by a written instrument duly executed by Invesco Mortgage Capital and the holders of a majority of 

  
 15 









 
Registrable Securities then outstanding. Each Holder of Registrable Securities outstanding at the time of any such amendment, waiver or consent or thereafter shall be bound by any amendment,
waiver or consent effected pursuant to this Section 8(c), whether or not any notice, writing or marking indicating such amendment, waiver or consent appears on the Registrable Securities or is delivered to such Holder. 

(d) Notices. Unless otherwise specified herein, all notices and other communications provided for or permitted hereunder shall be
given as provided in the Indenture. For so long as the Notes are in Book Entry Form, and as permitted by the DTC, all notices, reports and other documents to the Holders shall be delivered through the facilities of the DTC by the Trustee.

 (e) Parties in Interest. The parties to this Agreement intend that all Holders of Registrable Securities shall be
entitled to receive the benefits of this Agreement and that any Electing Holder shall be bound by the terms and provisions of this Agreement by reason of such election with respect to the Registrable Securities which are included in a Shelf
Registration Statement. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto and any Holder from time to time of
the Registrable Securities to the aforesaid extent. In the event that any transferee of any Holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be entitled to receive the benefits of and, if an Electing Holder, be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this
Agreement to the aforesaid extent. 
 (f) Counterparts. This Agreement may be executed in any number of counterparts and
by the parties hereto in separate 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 agreement. 

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 
 (h) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York, including, without limitation, Section 5-1401 of the New York General Obligation Law. 
 (i)
Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law. 
 (j) Survival. The respective indemnities, agreements,
representations, warranties and other provisions set forth in this Agreement or made pursuant hereto shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any
Electing Holder, any director, officer or partner of such Holder, any agent or underwriter, any director, officer or partner of such agent or underwriter, or any controlling person of any of the foregoing, and shall survive the transfer and
registration of the Registrable Securities of such Holder. 
 [signature pages follow] 

  
 16 









 Please confirm that the foregoing correctly sets forth the agreement between the Company,
Invesco Mortgage Capital and you. 
  

					
	Very truly yours,
	
	INVESCO MORTGAGE CAPITAL INC.
		
	By:	 	  

		 	Name:	 	Donald R. Ramon
		 	Title:	 	CFO
	
	IAS OPERATING PARTNERSHIP LP
	By:	 	Invesco Mortgage Capital Inc., as its General Partner
		
	By:	 	  

		 	Name:	 	Donald R. Ramon
		 	Title:	 	CFO



  
 [Registration
Rights Agreement] 








 
					
	The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.
	
	CREDIT SUISSE SECURITIES (USA) LLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	CITIGROUP GLOBAL MARKETS INC.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	 MERRILL LYNCH, PIERCE, FENNER & SMITH
                    INCORPORATED

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	Acting on behalf of themselves and as the Representatives of the several Purchasers



  
 [Registration
Rights Agreement] 








 Appendix A 
 IAS OPERATING PARTNERSHIP LP 
 INVESCO MORTGAGE CAPITAL INC. 

INSTRUCTION TO DTC PARTICIPANTS 
 (Date of Mailing) 
 URGENT - IMMEDIATE ATTENTION REQUESTED

 DEADLINE FOR RESPONSE: [DATE] 

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the IAS
Operating Partnership LP (the “Company”) 5.00% Exchangeable Senior Notes due 2018 (the “Notes”) are held. 

Invesco Mortgage Capital Inc. (“Invesco Mortgage Capital”) is in the process of registering the shares of common stock, par
value $0.01 per share, of Invesco Mortgage Capital (the “Invesco Mortgage Capital Common Stock”) under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their shares of Invesco Mortgage Capital Common
Stock included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. 

It is important that beneficial owners of the Notes (and the shares of Invesco Mortgage Capital Common Stock into which the Notes are
exchangeable) receive a copy of the enclosed materials as soon as possible as their rights to have shares of Invesco Mortgage Capital Common Stock included in the registration statement depend upon their returning the Notice and Questionnaire by
[Deadline for response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Notes through you. If you require more copies of the enclosed materials or have any questions pertaining
to this matter, please contact Invesco Mortgage Capital Inc., 1555 Peachtree Street, N.E., Suite 1800, Atlanta, Georgia 30309, Attention: [            ]. 







 IAS OPERATING PARTNERSHIP LP 

INVESCO MORTGAGE CAPITAL INC. 
 Notice of Registration Statement 
 and 

Selling Securityholder Questionnaire 
 [Date] 
 Invesco Mortgage Capital Inc. (“Invesco Mortgage
Capital”) has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Shelf Registration Statement”) for the registration and resale under
Rule 415 of the United States Securities Act of 1933, as amended (the “Securities Act”), shares of Invesco Mortgage Capital common stock, par value $0.01 per share (the “Invesco Mortgage Capital Common Stock”), issuable upon
exchange of the 5.00% Exchangeable Senior Notes due 2018 (the “Notes”) issued by IAS Operating Partnership LP, a Delaware limited partnership (the “Company”), in accordance with the Registration Rights Agreement, dated as of
March 12, 2013 (the “Registration Rights Agreement”), among the Company, Invesco Mortgage Capital and the initial purchasers named therein. A copy of the Registration Rights Agreement is available upon request from the Company at the
address set forth herein. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. 
 In order to have Registrable Securities included in the Shelf Registration Statement (or a supplement or amendment thereto), this Notice of Registration Statement and Selling Securityholder Questionnaire
(“Notice and Questionnaire”) must be completed, executed and delivered to Invesco Mortgage Capital at the address set forth herein for receipt ON OR BEFORE
[                    ]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such
date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities. 

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement
and related Prospectus. 
 The term “Registrable Securities” is defined in the Registration Rights Agreement to mean
all shares of Invesco Mortgage Capital Common Stock issuable upon exchange of the Notes; provided, however, that a security ceases to be a Registrable Security when it is no longer a Restricted Security. 

The term “Restricted Security” is defined in the Registration Rights Agreement to mean any share of Invesco Mortgage Capital
Common Stock issuable upon exchange of the Notes except any such share of Invesco Mortgage Capital Common Stock which (i) has been effectively registered under the Securities Act and sold in a manner contemplated by the Shelf Registration
Statement, (ii) has been transferred or the Notes’ for which such securities are exchangeable have been transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or has become transferable
pursuant to Rule 144 (or any successor provision thereto), or (iii) has otherwise been transferred and a 







 
new share of Invesco Mortgage Capital Common Stock not subject to transfer restrictions under the Securities Act has been delivered by or on behalf of Invesco Mortgage Capital in accordance with
the Indenture. 
 ELECTION 
 The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it
and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement, including, without limitation, Section 5 of the Registration Rights Agreement regarding the obligation to indemnify and hold harmless certain persons as set forth therein, as if the undersigned Selling
Securityholder were an original party thereto. 
 Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to Invesco Mortgage Capital the Notice of Transfer (completed and signed) set forth in Exhibit 1 to this Notice and Questionnaire. 

The Selling Securityholder hereby provides the following information to Invesco Mortgage Capital and represents and warrants that such
information is accurate and complete: 







 QUESTIONNAIRE 

 

					
	(1)	 	(a)	  	 Full Legal Name of Selling Securityholder:

 

			
		 	(b)	  	 Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item
(3) Below:
  

			
		 	(c)	  	 Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in
Item (3) Below are Held:
  

			
	(2)	 		  	Address for Notices to Selling Securityholder:


							
				
		 	  
	  		  	
		 	  
	  		  	
		 	  
	  		  	
	Telephone:	 	  
	  		  	
	Fax:	 	  
	  		  	
	Contact Person:	 	  
	  		  	

  

					
			
	(3)	 		  	 Beneficial Ownership of Securities:
  

Except as set forth below in this Item (3), the undersigned Selling Securityholder does not beneficially own any Registrable
Securities.

			
		 	(a)	  	Principal amount of Notes beneficially owned:
                                         
                                         
                                      
			
		 		  	CUSIP No(s). of such Notes:
                                         
                                         
                                         
                         
			
		 		  	Number of shares of Invesco Mortgage Capital Common Stock (if any) issued upon exchange, repurchase or redemption of Notes:
                                         
                                         
                                         
                                         
                    
			
		 	(b)	  	Number of shares of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:
                                         
                                         
                                         
                                         
                               
			
		 		  	CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:
                                         
   
			
	(4)	 		  	Beneficial Ownership of Other Securities of Invesco Mortgage Capital:
			
		 		  	Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any shares of Invesco Mortgage Capital Common
Stock or any other securities of Invesco Mortgage Capital (or securities of the Company that are convertible or exchangeable for securities of Invesco Mortgage Capital), other than the Notes and shares of Invesco Mortgage Capital Common Stock listed
above in Item (3).
			
		 		  	State any exceptions here:
			
		 		  	









					
			
	(5)	 		  	Relationships with the Company or Invesco Mortgage Capital:
			
		 		  	 Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity
holders (5% or more) has held any position or office or has had any other material relationship with the Company or Invesco Mortgage Capital (or their predecessors or affiliates) during the past three years.

 
 State any exceptions here:

 

			
	(6)	 		  	 Plan of Distribution:
  

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only
as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or
more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on
such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to
close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.
  

State any exceptions here:
  


 Note: In no event may such method(s) of distribution take the form of an underwritten offering of the
Registrable Securities without the prior agreement of Invesco Mortgage Capital. 
 By signing below, the Selling Securityholder
acknowledges that it understands its obligation to comply, and agrees that it will comply, with the prospectus delivery and other provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder, particularly Regulation
M. 
 In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in
Item (3) above after the date on which such information is provided to Invesco Mortgage Capital, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and
Questionnaire and the Registration Rights Agreement. 







 By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied
upon by Invesco Mortgage Capital in connection with the preparation of the Shelf Registration Statement and related Prospectus. 

In accordance with the Selling Securityholder’s obligation under Section 3(a) of the Registration Rights Agreement to provide
such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify Invesco Mortgage Capital of any inaccuracies or changes in the information provided herein which may
occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air
courier guaranteeing overnight delivery as follows: 
  

	 	(i)	To the Company or Invesco Mortgage Capital: 

  

 
  

 
  

 
  

 
  

 

	 	(ii)	With a copy to: 

  

 
  

 
  

 
  

 
  

 
 Once
this Notice and Questionnaire is executed by the Selling Securityholder and received by Invesco Mortgage Capital, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure
to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of Invesco Mortgage Capital and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such
Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects by the laws of the State of New York. 







 IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent. 
 Dated:
                     
  

			
	  

	Selling Securityholder
	(Print/type full legal name of beneficial owner of Registrable Securities)
		
	By:	 	  

	Name:	 	
	Title:	 	


 PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO THE COMPANY AT: 

1555 Peachtree Street, N.E. 
 Suite 1800 
 Atlanta, Georgia 30309 

Attention: [            ] 







 Exhibit 1 
 to Appendix A 
 NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

 Invesco Mortgage Capital Inc. 
 IAS
Operating Partnership LP 
 1555 Peachtree Street, N.E. 
 Suite 1800 
 Atlanta, Georgia 30309 
 Attention: [            ] 
 The Bank
of New York Mellon Trust Company, N.A., as Trustee 
 [ADDRESS] 
 Attention:[            ] 
  

	 	Re:	IAS Operating Partnership (the “Company”) 

 Invesco Mortgage Capital Inc. (“Invesco Mortgage Capital”) 
 5.00%
Exchangeable Senior Notes due 2018 (the “Notes”) 
 Dear Sirs: 

Please be advised that
                         has transferred              shares of
Invesco Mortgage Capital’s common stock, issued upon exchange, repurchase or redemption of Notes, pursuant to an effective Registration Statement on Form (File
No. 333-            ) filed by Invesco Mortgage Capital. 
 We
hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied with respect to the transfer described above and that the above-named beneficial owner of the Invesco Mortgage Capital
common stock is named as a selling securityholder in the Prospectus dated [date], or in amendments or supplements thereto, and that the number of shares of Invesco Mortgage Capital common stock transferred are [a portion of] the shares
of Invesco Mortgage Capital common stock listed in such Prospectus as amended or supplemented opposite such owner’s name. 
 Dated:

  

	
	Very truly yours,
	
	  

	(Name)
	
	By:
	
	  

	(Authorized Signature)