Execution Copy
IAS OPERATING PARTNERSHIP
LP
PRIVATE PLACEMENT PURCHASE
AGREEMENT
PRIVATE PLACEMENT PURCHASE AGREEMENT
(this “ Agreement ”) made as of this 25th day of
June, 2009, by and between IAS Operating Partnership LP, a Delaware
limited partnership (the “ Company ”), and
Invesco Investments (Bermuda) Ltd. (the “ Purchaser
”).
WHEREAS, the Purchaser has a
substantive, pre-existing relationship with the Company;
WHEREAS, the Company has filed a
registration statement on Form S-11 under the Securities Act of
1933, as amended (the “ Securities Act ”) with
the Securities and Exchange Commission in connection with a
proposed initial public offering (the “ IPO ”)
of up to 8,500,000 shares of common stock of Invesco Mortgage
Capital Inc., a Maryland corporation (the "Parent"), par value
$0.01 per share (the “ Common Stock ”);
and
WHEREAS, concurrent with the
consummation of the IPO, the Company desires to issue and sell, and
the Purchaser desires to purchase, upon the terms and conditions
set forth in this Agreement, 1,425,000 units of limited partnership
interest in the Company (the “ Private Placement OP
Units ”) for an aggregate purchase price of $28,500,000
(the “ Purchase Price ”);
NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto do hereby agree as
follows:
1.
Sale and Purchase of Private Placement OP Units . Subject to
and concurrent with the consummation of the IPO, the Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, the Private Placement OP Units for the Purchase
Price.
2.
Closing . The closing of the purchase and sale of the
Private Placement OP Units hereunder, including payment for and
delivery of the Private Placement OP Units, will take place at the
offices of the Company or the Company’s legal counsel
immediately prior to, and shall be subject to, the completion of
the IPO. At the closing, the Company shall amend Exhibit A to the
Agreement of Limited Partnership (the "Partnership Agreement") of
the Company to indicate the purchase by the Purchaser of the
Private Placement OP Units upon the payment of the Purchase Price
in immediately available funds by wire transfer to an account
designated by the Company or the Parent.
3.
Representations and Warranties of the Company . In
connection with the issuance and sale of the Private Placement OP
Units, the Company hereby represents and warrants to the Purchaser
the following:
3.1 The
Company is a limited partnership duly formed, validly existing and
in good standing under the laws of the State of Delaware and the
Company has all necessary partnership power and authority to enter
into this Agreement and to consummate the transactions contemplated
hereby.
3.2 All
partnership action necessary to be taken by the Company to
authorize the execution, delivery and performance of this Agreement
and all other agreements and instruments delivered by the Company
in connection with the transactions contemplated hereby has been
duly and validly taken and this Agreement has been duly executed
and delivered by the Company. This Agreement constitutes the valid,
binding and enforceable obligation of the Company, enforceable in
accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar laws of general application now or
hereafter in
AMR #128450-v7
effect affecting the rights and
remedies of creditors and by general principles of equity
(regardless of whether enforcement is sought in a proceeding at law
or in equity). The issuance and sale by the Company of the Private
Placement OP Units does not conflict with the Partnership Agreement
or any material contract by which the Company or its property is
bound, or any federal or state laws or regulations or decree,
ruling or judgment of any United States or state court applicable
to the Company or its property.
3.3 Upon
issuance in accordance with, and payment pursuant to, the terms
hereof, the Purchaser will have good title to the Private Placement
OP Units free and clear of all liens, claims and encumbrances of
any kind, other than transfer restrictions hereunder and under
other agreements contemplated hereby.
4.
Representations and Warranties of the Purchaser . The
Purchaser hereby represents and warran
