Amendment No. 1, dated December 27, 2017, to Amended and Restated Equity Distribution Agreement between Dynex Capital, Inc. and JMP Securities LLC, dated March 31, 2017

Exhibit 10.34.1

Execution Version

DYNEX CAPITAL, INC.

AMENDMENT NO. 1 TO

AMENDED AND RESTATED

EQUITY DISTRIBUTION AGREEMENT

December 27, 2017

JMP Securities LLC

600 Montgomery Street

Suite 1100

San Francisco, CA 94111

Ladies and Gentlemen:

Reference is made to the Amended and Restated Equity Distribution Agreement, dated March 31, 2017 (the “Distribution Agreement”), between Dynex Capital, Inc., a Virginia corporation (the “Company”), and JMP Securities LLC (“JMP”), pursuant to which the Company agreed, in its sole discretion, to issue and sell, from time to time, through JMP, as agent, up to 7,416,520 shares of common stock, par value $0.01 per share, of the Company. All capitalized terms used in this Amendment No. 1 to Amended and Restated Equity Distribution Agreement between the Company and JMP (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Distribution Agreement. The Company and JMP agree as follows:

1. The first sentence of Section 1 of the Distribution Agreement is deleted and replaced with the following:

“The Company agrees that, from time to time on or after December 27, 2017 and during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through JMP, acting as agent, up to 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”); provided, that, such number of Shares available for offer and sale are in addition to any offers and sales of Shares that have been made prior to the date hereof under the Prospectus Supplement dated March 31, 2017.”

2. Exhibit A is amended by adding “as amended on December 27, 2017” immediately after “March 31, 2017”.

3. Exhibit E is amended by adding “as amended on December 27, 2017” immediately after “March 31, 2017”.

1.

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2.

If the foregoing correctly sets forth the understanding between the Company and JMP, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 1 to Amended and Restated Equity Distribution Agreement shall constitute a binding agreement between the Company and JMP.

3.