MFRESIDENTIAL INVESTMENTS, INC. 16,666,667 Shares Common Stock ($0.01 par value per Share) FORM OF Underwriting Agreement May •, 2008Underwriting Agreement • May 19th, 2008 • MFResidential Investments, Inc. • Real estate investment trusts • New York
MFResidential Investments, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 16,666,667 shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 2,500,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG MFRESIDENTIAL INVESTMENTS, INC. AND CERTAIN PERSONS LISTED ON SCHEDULE 1 HERETO dated as ofRegistration Rights Agreement • May 16th, 2008 • MFResidential Investments, Inc. • Real estate investment trusts • New York
FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MFR OPERATING PARTNERSHIP, LP a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...Limited Partnership Agreement • May 19th, 2008 • MFResidential Investments, Inc. • Real estate investment trusts • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of ___, 2008, is entered into by and among MFResidential Investments, Inc., a Maryland corporation (the “General Partner”), and the limited partners set forth on Exhibit A hereto (as it may be amended from time to time) (each, a “Limited Partners”).
MFRESIDENTIAL INVESTMENTS, INC. 2008 EQUITY INCENTIVE PLAN Form of Phantom Share Award AgreementPhantom Share Award Agreement • May 16th, 2008 • MFResidential Investments, Inc. • Real estate investment trusts • Maryland
AGREEMENT by and between MFResidential Investments, Inc., a Maryland corporation (the “Company”), and (the “Grantee”), dated as of the day of , 2008 (the “Effective Date”).
MFRESIDENTIAL INVESTMENTS, INC. 2008 EQUITY INCENTIVE PLAN Form of Non- Qualified Stock Option Award AgreementNon-Qualified Stock Option Award Agreement • May 16th, 2008 • MFResidential Investments, Inc. • Real estate investment trusts • Maryland
AGREEMENT by and between MFResidential Investments, Inc., a Maryland corporation (the “Company”), and _________________(the “Optionee”), dated as of the ___day of ___, ___(the “Effective Date”).
FORM OF MANAGEMENT AGREEMENTManagement Agreement • May 19th, 2008 • MFResidential Investments, Inc. • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT is made as of , 2008 by and among MFRESIDENTIAL INVESTMENTS, INC., a Maryland corporation (the “Company”), MFR Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MFR Asset I, LLC, a Delaware limited liability company (“Asset I”), MFR Asset II, LLC, a Delaware limited liability company (“Asset II”), MFR Asset (TRS), Inc., a Delaware corporation, and MFA SPARTAN MANAGER, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
MFRESIDENTIAL INVESTMENTS, INC. 2008 EQUITY INCENTIVE PLAN Form of Restricted Stock Award AgreementRestricted Stock Award Agreement • May 16th, 2008 • MFResidential Investments, Inc. • Real estate investment trusts • Maryland
AGREEMENT by and between MFResidential Investments, Inc., a Maryland corporation (the “Company”), and _________________(the “Grantee”), dated as of the ___day of ___, ___(the “Effective Date”).
MFRESIDENTIAL INVESTMENTS, INC. 2008 EQUITY INCENTIVE PLAN Form of Incentive Stock Option Award AgreementIncentive Stock Option Award Agreement • May 16th, 2008 • MFResidential Investments, Inc. • Real estate investment trusts • Maryland
AGREEMENT by and between MFResidential Investments, Inc., a Maryland corporation (the “Company”), and _________________(the “Optionee”), dated as of the ___day of ___, ___(the “Effective Date”).
FORM OF STOCK AND OP UNIT PURCHASE AGREEMENTStock and Op Unit Purchase Agreement • May 16th, 2008 • MFResidential Investments, Inc. • Real estate investment trusts • New York
THIS STOCK AND OP UNIT PURCHASE AGREEMENT (this “Agreement”) dated as of , 2008 is between MFResidential Investments, Inc., a Maryland corporation (the “Company”), MFR Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) and MFA Mortgage Investments, Inc., a Maryland corporation (the “Purchaser”).
