Form of American Homes 4 Rent [ · ]% Series C Participating Preferred Shares of Beneficial Interest, $0.01 par value per shareUnderwriting Agreement • April 24th, 2014 • American Homes 4 Rent • Real estate investment trusts • New York
American Homes 4 Rent, a Maryland real estate investment trust (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you (the “Representatives”) are acting as representatives, an aggregate of [ · ] [ · ]% Series C participating preferred shares of beneficial interest of the Company, par value $0.01 per share (the “Series C Preferred Shares”) (the “Firm Shares”) and, at the election of the Underwriters, up to [ · ] additional Series C Preferred Shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
FORM OF SEVENTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN HOMES 4 RENT, L.P. DESIGNATION OF [ ]% SERIES C PARTICIPATING PREFERRED UNITS April [·], 2014Agreement of Limited Partnership • April 24th, 2014 • American Homes 4 Rent • Real estate investment trusts
Pursuant to Section 4.2 and Section 14.1.B of the Agreement of Limited Partnership of American Homes 4 Rent, L.P., as amended by the First Amendment, dated as of December 31, 2012, the Second Amendment, dated as of February 28, 2013, the Third Amendment, dated as of June 10, 2013, the Fourth Amendment, dated as of June 10, 2013, the Fifth Amendment, dated as of October 24, 2013, and the Sixth Amendment, dated as of December 27, 2013 (collectively, the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance to American Homes 4 Rent (“AH4R”) of [ ]% Series C Participating Preferred Units (as defined below) of American Homes 4 Rent, L.P. (the “Partnership”) in exchange for the contribution by AH4R of the net proceeds from the public offering of [ ]% Series C Participating Preferred Shares of beneficial interest, par value $0.01 per share, of AH4R (the “[ ]% Series C Participating Preferred Shares”):
