Reverse Mortgage Investment Trust Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 21st, 2015 • Reverse Mortgage Investment Trust Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , , by and between Reverse Mortgage Investment Trust Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 21st, 2015 • Reverse Mortgage Investment Trust Inc. • Real estate investment trusts • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 25, 2015, by and among Reverse Mortgage Investment Trust Inc., a Maryland corporation (together with any successor entity thereto, the “Company”), and each of the purchasers of the Company’s common stock, $0.01 par value per share (the “Common Stock”), as participants (the “Participants”) in the Company’s private placement of 3,124,082 shares of Common Stock (the “Shares”) completed on the date hereof (such private placement, the “Placement”), and the direct and indirect transferees of each of the Participants. FBR Capital Markets & Co. (“FBR”) has acted as the Company’s exclusive placement agent in connection with the Placement pursuant to the terms and conditions of that certain Engagement Letter, dated as of March 12, 2015, by and between the Company and FBR (the “Placement Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 26th, 2015 • Reverse Mortgage Investment Trust Inc. • Real estate investment trusts • New York

EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of February 13, 2014, by and between Reverse Mortgage Investment Trust Inc., a Maryland corporation (the “Company”), and Robert Sivori, residing at the address set forth in the Company’s records (the “Executive”).

REVERSE MORTGAGE INVESTMENT TRUST INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • December 23rd, 2014 • Reverse Mortgage Investment Trust Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT is made by and between Reverse Mortgage Investment Trust Inc., a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the day of , 2014.

STRATEGIC SERVICES AGREEMENT
Strategic Services Agreement • December 23rd, 2014 • Reverse Mortgage Investment Trust Inc. • Real estate investment trusts • New York

This Strategic Services Agreement (“Agreement”) is made on February 6, 2014 by and among Reverse Mortgage Investment Trust Inc., a Maryland corporation (“RMIT”), Reverse Mortgage Funding LLC, a Delaware limited liability company (“RMF”), and Brean Capital, LLC, a Delaware limited liability company (“Brean,” and together with RMIT and RMF, the “Parties”, and each, a “Party”). Unless otherwise expressed, references herein to RMIT shall include all of its present and future subsidiaries, including but not limited to, RMF, at such times that any such companies become subsidiaries of RMIT. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1.

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger • December 23rd, 2014 • Reverse Mortgage Investment Trust Inc. • Real estate investment trusts • Delaware

This AMENDMENT NO. 1, dated as of February 10, 2014 (the “Amendment”), to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 6, 2014, by and among Reverse Mortgage Investment Trust Inc., a Maryland corporation (the “Parent”), RMF Merger Sub LLC., a Delaware limited liability company and a wholly-owned subsidiary of the Parent (“Merger Sub”), Reverse Mortgage Funding LLC, a Delaware limited liability company (the “Company”) and each of the members of the Company listed on Exhibit A attached thereto (each, a “Member” and collectively, the “Members”). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Merger Agreement.

REVERSE MORTGAGE INVESTMENT TRUST INC., RMF MERGER SUB LLC, REVERSE MORTGAGE FUNDING LLC AND THE MEMBERS OF REVERSE MORTGAGE FUNDING LLC LISTED ON EXHIBIT A ATTACHED HERETO
Agreement and Plan of Merger • December 23rd, 2014 • Reverse Mortgage Investment Trust Inc. • Real estate investment trusts • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of , 2014 is by and among REVERSE MORTGAGE INVESTMENT TRUST INC., a Maryland corporation (“Parent”), RMF MERGER SUB LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), REVERSE MORTGAGE FUNDING LLC, a Delaware limited liability company (the “Company”), and each of the members of the Company listed on Exhibit A attached hereto (each, a “Member” and collectively, the “Members”).

REVERSE MORTGAGE SUBSERVICING AGREEMENT by and between Reverse Mortgage Funding, LLC and Compu-Link Corporation, dba Celink Dated as of October 19, 2012
Reverse Mortgage Subservicing Agreement • July 8th, 2015 • Reverse Mortgage Investment Trust Inc. • Real estate investment trusts • Michigan

THIS SUBSERVICING AGREEMENT is made and entered into as of October 19, 2012, (the “Agreement”) by and between Compu-Link Corporation, dba Celink (“Celink”), a Michigan corporation, located at 3900 Capital City Boulevard., Lansing, Michigan, 48906 and Reverse Mortgage Funding, LLC (“RMF”), a Delaware limited liability company, located at 1455 Broad Street, Bloomfield, New Jersey, 07003.

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