0001193125-13-243518 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification 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”).

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FORM OF LICENSE AGREEMENT
License 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).

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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 MERGER
Merger 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”).

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FORM OF AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • May 31st, 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”).

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FORM OF AMENDED AND RESTATED INVESTMENT ALLOCATION AGREEMENT
Investment 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).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration 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).

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of firm shares] Shares COLONY AMERICAN HOMES, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • May 31st, 2013 • Colony American Homes, Inc. • Real estate investment trusts • New York
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