0001104659-14-006468 Sample Contracts

MANAGEMENT AGREEMENT by and between Starwood Waypoint Residential Trust and SWAY Management LLC Dated as of January 31, 2014
Management Agreement • February 5th, 2014 • Starwood Waypoint Residential Trust • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of January 31, 2014, by and between Starwood Waypoint Residential Trust, a Maryland real estate investment trust (the “Company”), and SWAY Management LLC, a Delaware limited liability company (the “Manager”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 5th, 2014 • Starwood Waypoint Residential Trust • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT, dated as of , 2014 (this “Agreement”), is made by and between Starwood Waypoint Residential Trust, a Maryland real estate investment trust (the “Company”), and (“Indemnitee”).

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GOVERNANCE RIGHTS AGREEMENT by and among Starwood Capital Group Global, L.P., Waypoint Real Estate Group Holdco, LLC and Starwood Waypoint Residential Trust Dated as of January 31, 2014
Governance Rights Agreement • February 5th, 2014 • Starwood Waypoint Residential Trust • Real estate investment trusts • Maryland

This GOVERNANCE RIGHTS AGREEMENT, dated as of January 31, 2014, is entered into by and among Waypoint Real Estate Group Holdco, LLC (“Waypoint Holdco”), Starwood Waypoint Residential Trust (“SRP”) and Starwood Capital Group Global, L.P. (“SCG”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 5th, 2014 • Starwood Waypoint Residential Trust • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT is dated as of February 4, 2014, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (the “Company”), and SWAY Management LLC, a Delaware limited liability company (the “Manager”).

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CO-INVESTMENT AND ALLOCATION AGREEMENT
Co-Investment and Allocation Agreement • February 5th, 2014 • Starwood Waypoint Residential Trust • Real estate investment trusts • New York

This CO-INVESTMENT AND ALLOCATION AGREEMENT (this “Agreement”) is dated as of January 31, 2014, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (the “Company”), SWAY Management LLC, a Delaware limited liability company (the “Manager”) and Starwood Capital Group Global, L.P., a Delaware limited partnership (“Starwood Capital Group”).

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