INDEMNIFICATION AGREEMENTIndemnification Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between SILVER BAY REALTY TRUST CORP., a Maryland corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of , 2012 by and among Silver Bay Realty Trust Corp., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).
CONTRIBUTION AGREEMENT DATED AS OF , 2012 BY AND AMONG SILVER BAY REALTY TRUST CORP., a Maryland corporation SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership AND THE CONTRIBUTORS as set forth on Schedule 1 heretoContribution Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into as of November , 2012 (this “Agreement”), by and among Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), the contributors whose names appear on Schedule 1 hereto (each a “Contributor” and, collectively, the “Contributors”) and, for purposes of Section 5.04, Polar Cactus II LLC (the “Contributed Entity”) and for purposes of Section 1.04, Section 5.07 and Section 6.15, Provident Real Estate Advisors, LLC (“Provident”) in its capacity as the managing member of the Contributed Entity. Certain capitalized terms are defined in Section 6.02 of this Agreement.
MANAGEMENT AGREEMENTManagement Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
This MANAGEMENT AGREEMENT is made as of December , 2012 (the “Effective Date”) by and among SILVER BAY REALTY TRUST CORP., a Maryland corporation, on behalf of itself and its Subsidiaries (the “Company”), SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the “Operating Company”), PRCM REAL ESTATE ADVISERS LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”), and (as to Sections 3(a) and 9 only) PINE RIVER CAPITAL MANAGEMENT L.P., a Delaware limited liability company (“Pine River Capital”), and PINE RIVER DOMESTIC MANAGEMENT L.P., a Delaware limited liability company (“PRDM”).
AGREEMENT AND PLAN OF MERGER DATED AS OF , 2012 BY AND AMONG SILVER BAY REALTY TRUST CORP., a Maryland corporation SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership RESI II LLC a Minnesota limited liability company AND SB RESI II...Agreement and Plan of Merger • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November , 2012, by and among Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), Resi II LLC, a Minnesota limited liability company (“RESI”), SB RESI II Merger Sub LLC, a wholly owned merger subsidiary of the Operating Partnership and a Minnesota limited liability company (“Merger Sub”) and for purposes of Section 2.04, Provident Real Estate Advisors, LLC (“Provident”) in its capacity as the managing member of RESI. Certain capitalized terms are defined in Section 8.02 of this Agreement.
CONTRIBUTION AGREEMENT DATED AS OF , 2012 BY AND AMONG SILVER BAY REALTY TRUST CORP., a Maryland corporation SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership AND TWO HARBORS OPERATING COMPANY LLC, a Delaware limited liability companyContribution Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into as of 2012 (this “Agreement”), by and among Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), Two Harbors Operating Company LLC, a Delaware limited liability company (“Two Harbors LLC”), and for the purposes of ARTICLE IV, ARTICLE V and ARTICLE VI, Two Harbors Investment Corp. (“Two Harbors”). Certain capitalized terms are defined in Section 7.02 of this Agreement.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Maryland
This DIRECTOR DESIGNATION AGREEMENT (the “Agreement”), dated as of , 2012, is entered into by and among Silver Bay Realty Trust Corp., a Maryland corporation (the “Company”), and Two Harbors Investment Corp., a Maryland corporation (“Two Harbors”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SILVER BAY OPERATING PARTNERSHIP L.P. a Delaware limited partnership dated as of , 2012Limited Partnership Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SILVER BAY OPERATING PARTNERSHIP L.P., dated as of , 2012, is made and entered into by and among SILVER BAY MANAGEMENT LLC, a Delaware limited liability company, as the General Partner, SILVER BAY REALTY TRUST CORP., a Maryland corporation, as the Special Limited Partner, the Persons whose names are set forth on Exhibit A attached hereto, as additional limited partners as of the date of this Agreement, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
PROPERTY MANAGEMENT AND ACQUISITION SERVICES AGREEMENTManagement and Acquisition Services Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Minnesota
This Property Management and Acquisition Services Agreement (the “Agreement”) is made and entered into as of , 2012 (the “Effective Date”), by and between Silver Bay Property Corp., a Delaware corporation (“Manager”) and Silver Bay Operating Partnership, L.P., a Delaware limited partnership (“Parent”) (each sometimes referred to as a “Party” and, collectively, the “Parties”) with reference to the following:
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of November , 2012, by and among Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), Silver Bay Operating Partnership L.P., a Delaware limited partnership and subsidiary of the REIT (the “Operating Partnership,” and collectively with the REIT, the “Consolidated Entities”), and Provident Real Estate Advisors LLC, a Minnesota limited liability company (“Provident”). Certain capitalized terms are defined in Section 4.02 of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of , 2012 by and among Silver Bay Realty Trust Corp., a Maryland corporation (the “Company”), and the holders listed on Schedule I hereto (each an “Initial REIT Stockholder” and, collectively, the “Initial REIT Stockholders”).
SILVER BAY REALTY TRUST CORP.Restricted Stock Agreement • November 23rd, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Maryland
Unless otherwise defined herein, the terms defined in the Silver Bay Realty Trust Corp. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).
