FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 31st, 2013 • Colony American Homes, Inc. • Real estate investment trusts • Maryland
This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [•], 2013, by and among COLONY AMERICAN HOMES, INC., a Maryland corporation (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).
COLONY AMERICAN HOMES, INC.Non-Qualified Option Agreement • June 4th, 2013 • Colony American Homes, Inc. • Real estate investment trusts
Colony American Homes, Inc., a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.01 (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2013 Equity Incentive Plan (as amended from time to time, the “Plan”).
FORM OF LICENSE AGREEMENTLicense Agreement • May 31st, 2013 • Colony American Homes, Inc. • Real estate investment trusts • New York
This LICENSE AGREEMENT is made and entered into as of [•], 2013 by and between COLONY CAPITAL, LLC, a Delaware limited liability company (“Licensor”) and COLONY AMERICAN HOMES, INC., a Maryland corporation (“Licensee”). Capitalized terms used but not defined herein have the meanings ascribed to such term in the Restructuring Agreement (as defined below).
COLONY AMERICAN HOMES, INC., CSFR PARENT REIT, INC., COLONY AMERICAN HOMES HOLDINGS I, L.P. AND COLONY AMERICAN HOMES HOLDINGS II OFFSHORE, L.P. FORM OF AGREEMENT AND PLAN OF MERGERMerger Agreement • May 31st, 2013 • Colony American Homes, Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of June [—], 2013, by and among COLONY AMERICAN HOMES, INC., a Maryland corporation (the “Company”), CSFR PARENT REIT, INC., a Maryland corporation (the “Merging Entity”), COLONY AMERICAN HOMES HOLDINGS I, L.P., a Delaware limited partnership (“Holdings I”), and COLONY AMERICAN HOMES HOLDINGS II OFFSHORE, L.P., an exempted limited partnership registered in the Cayman Islands (“Holdings II” and, together with Holdings I, the “Owners”).
COLONY AMERICAN HOMES, INC. FORM OF RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 4th, 2013 • Colony American Homes, Inc. • Real estate investment trusts • Maryland
Colony American Homes, Inc., a Maryland corporation (the “Company”), hereby grants its shares of common stock, par value $0.01 (“Restricted Stock”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2013 Equity Incentive Plan (as amended from time to time, the “Plan”).
FORM OF AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • June 4th, 2013 • Colony American Homes, Inc. • Real estate investment trusts • California
This AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Management Agreement”), dated as of [ ], 2013, is made and entered into by and among COLONY AMERICAN HOMES, INC., a Maryland corporation (“Colony American Homes REIT”), and CAH MANAGER, LLC, a Delaware limited liability company (the “Manager”).
FORM OF AMENDED AND RESTATED INVESTMENT ALLOCATION AGREEMENTInvestment Allocation Agreement • May 31st, 2013 • Colony American Homes, Inc. • Real estate investment trusts • California
This AMENDED AND RESTATED INVESTMENT ALLOCATION AGREEMENT (this “Agreement”), dated as of [•], 2013, is made and entered into by and between COLONY AMERICAN HOMES, INC., a Maryland corporation (the “Company”) and CAH MANAGER, LLC, a Delaware limited liability company (the “Manager”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Management Agreement (defined below).
FORM OF INTERNALIZATION PROPOSAL AGREEMENTInternalization Proposal Agreement • June 4th, 2013 • Colony American Homes, Inc. • Real estate investment trusts • New York
This INTERNALIZATION PROPOSAL AGREEMENT (this “Agreement”), dated as of June [•], 2013, is made and entered into by and between COLONY AMERICAN HOMES, INC., a Maryland corporation (the “Company”), and CAH MANAGER, LLC, a Delaware limited liability company (the “Manager”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Management Agreement (defined below).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2013 • Colony American Homes, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of June [•], 2013, to be effective upon completion of the initial public offering (“IPO”) of Colony American Homes, Inc., a Maryland corporation (the “Company”), by the Company and for the benefit of the Holders (as defined below).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAH VINEYARD, LLCLimited Liability Company Agreement • June 4th, 2013 • Colony American Homes, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAH VINEYARD, LLC is entered into effective as of July 30, 2012, by and between COLONY AMERICAN HOMES, LLC, a Delaware limited liability company (“CAH”), on the one hand, and JOHN RICHARD MCKEE, JR., as Trustee of the McKee Family Revocable Trust dated January 26, 2007 (“McKee”), and DR. GLEN WYSEL, AS TRUSTEE OF THE WYSEL FAMILY TRUST DATED MAY 27, 2008 (“Wysel,” together with McKee, the “Pivotal Member” collectively), on the other hand. The capitalized terms used herein shall have the respective meanings assigned to such terms in Article XI or elsewhere in this Agreement.
of firm shares] Shares COLONY AMERICAN HOMES, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 31st, 2013 • Colony American Homes, Inc. • Real estate investment trusts • New York
