INDEMNIFICATION AGREEMENTIndemnification Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of , 2012, by and among American Homes 4 Rent, a Maryland real estate investment trust (the “Company” or the “Indemnitor”), and [ ] (the “Indemnitee”).
AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN HOMES 4 RENT, L.P.American Homes 4 Rent • June 25th, 2013 • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of November 21, 2012, is entered into by and among American Homes 4 Rent, a Maryland real estate investment trust, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in American Homes 4 Rent, L.P. (the “Partnership”) as provided herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of March 7, 2013, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 40,625,000 Common Shares (plus an additional 6,093,750 Common Shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution and delivery of this Agreement by the Company, the Manager and FBR is a condition to the closing of the transactions contemplated by the Purchase/ Placement Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 10, 2013 by and between American Homes 4 Rent, a Maryland real estate investment trust (the “Company”), and American Homes 4 Rent, LLC, a Delaware limited liability company (“AH LLC”).
CONTRIBUTION AGREEMENTContribution Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • Maryland
This CONTRIBUTION AGREEMENT (this “Agreement”) is executed as of May 28, 2013 (the “Effective Date”) by and among AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“AH LLC”), AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “Company”), and AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership majority-owned by the Company as the general partner and minority-owned by AH LLC as a limited partner (the “OP”). Capitalized terms used but not defined herein shall have the meanings set forth on Exhibit A.
AMENDMENT TO INVESTOR SUBSCRIPTION AGREEMENTInvestor Subscription Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • Maryland
This Amendment to Investor Subscription Agreement (this “Amendment”) is made and entered into as of April 16, 2013, by and between American Homes 4 Rent, a Maryland real estate investment trust (the “Company”), and American Homes 4 Rent, LLC, a Delaware limited liability company (the “Purchaser”). The Company and the Purchaser are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
CONTRIBUTION AGREEMENTContribution Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • Maryland
This CONTRIBUTION AGREEMENT (this “Agreement”) is executed as of June 11, 2013 (the “Effective Date”) by and among AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“AH LLC”), ALASKA PERMANENT FUND CORPORATION, acting for and on behalf of the funds which the Alaska Permanent Fund Corporation is designated by Alaska Statutes 37.13 to manage and invest (together with its permitted successors and assignees, the “APFC Member”), AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “Company”), AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership (the “OP”), AMERICAN HOMES 4 RENT I, LLC, a Delaware limited liability company (the “Venture”), and AMERICAN HOMES 4 RENT TRS, LLC, a Delaware limited liability company and a wholly owned subsidiary of the OP (“TRS”). Capitalized terms used but not defined herein shall have the meanings set forth on Exhibit A.
EMPLOYEE ADMINISTRATION AGREEMENTEmployee Administration Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • California
This EMPLOYEE ADMINISTRATION AGREEMENT (“Agreement”), by and among AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“AH LLC”), AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “Company”), American Homes 4 Rent, L.P. (the “Operating Partnership”), American Homes 4 Rent Advisor, LLC (the “Advisor”), American Homes 4 Rent Management Holdings, LLC (the “Property Manager”), and MALIBU MANAGEMENT, INC., a California corporation (“MMI”), is effective on the date of the closing of the transactions contemplated by that certain Contribution Agreement, executed as of May 28, 2013, by and among AH LLC, the Company and the Operating Partnership (the “Contribution Agreement” and the date of such closing, the “Effective Date”). AH LLC, the Company, the Operating Partnership, the Advisor, the Property Manager and MMI are sometimes referred to in this Agreement as a “Party” or collectively as the “Parties.”
SECOND OMNIBUS JOINDER AND AMENDMENT AGREEMENTSecond Omnibus Joinder and Amendment Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • New York
This SECOND OMNIBUS JOINDER AND AMENDMENT AGREEMENT (this “Joinder and Amendment”) is dated as of June 21, 2013 (the “Effective Date”) and entered into by and among each entity set forth on the signature pages hereto and identified therein as the existing borrowers (each, an “Existing Borrower” and collectively, the “Existing Borrowers”), and each entity set forth on the signature pages hereto joining as a borrower (each, a “Joining Borrower”, and collectively, the “Joining Borrowers”, and together with the Existing Borrowers, the “Borrowers”), AMERICAN HOMES 4 RENT, L.P., a Delaware partnership and AH4R PROPERTIES, LLC, a Delaware limited liability company (each as the “Existing Pledgors/Guarantors”), and such other entity set forth on the signature pages hereto joining as a pledgor/guarantor (the “Joining Pledgor/Guarantor”, and together with the Existing Pledgors/Guarantors, the “Pledgors/Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lend
THIRD AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN HOMES 4 RENT, L.P. DESIGNATION OF SERIES D CONVERTIBLE UNITS June 10, 2013American Homes 4 Rent • June 25th, 2013 • 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 (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance to American Homes 4 Rent, LLC (“AH LLC”) of Series D Convertible Units (as defined below) of American Homes 4 Rent, L.P. (the “Partnership”), which are being issued together with Series E Convertible Units of the Partnership, in exchange for (1) the contribution by AH LLC of its membership interest in each of American Homes 4 Rent Advisor, LLC, and American Homes 4 Rent Management Holdings, LLC, to the Partnership; (2) the contribution by AH LLC of certain of its intellectual property to the Partnership; (3) certain modifications of the Agreement on Investment Opportunities, dated as of November 21, 2012, by and between AH LLC and American Homes 4 Rent, a Maryland real estate investment trust (the “REIT”); (4) certain modification
FOURTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN HOMES 4 RENT, L.P. DESIGNATION OF SERIES E CONVERTIBLE UNITS June 10, 2013American Homes 4 Rent • June 25th, 2013 • 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 (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance to American Homes 4 Rent, LLC (“AH LLC”) of Series E Convertible Units (as defined below) of American Homes 4 Rent, L.P. (the “Partnership”), which are being issued together with Series D Convertible Units of the Partnership, in exchange for (1) the contribution by AH LLC of its membership interest in each of American Homes 4 Rent Advisor, LLC (the “Advisor”), and American Homes 4 Rent Management Holdings, LLC (the “Property Manager”), to the Partnership; (2) the contribution by AH LLC of certain of its intellectual property to the Partnership; (3) certain modifications of the Agreement on Investment Opportunities, dated as of November 21, 2012, by and between AH LLC and American Homes 4 Rent, a Maryland real estate investment tru
AMERICAN HOMES 4 RENTNonqualified Share Option Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts
American Homes 4 Rent, a Maryland real estate investment trust (the “Company”), hereby grants a nonqualified share option to purchase the number of Class A common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), to the Grantee named below (the “Option”). Additional terms and conditions of the grant are set forth on this cover sheet and in the attached Nonqualified Share Option Agreement (together, the “Agreement”), and in the Company’s 2012 Equity Incentive Plan (as amended from time to time, the “Plan”).
FIRST AMENDMENT TO AMENDED AND RESTATED CONTRIBUTION AGREEMENTContribution Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Amendment”) is entered into as of January 30, 2013 and made effective as of December 31, 2012, by and between AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “Company”), AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership (“OP”), AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC, a Delaware limited liability company (“AH One”), and AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“AH LLC”), with respect to the Recitals set forth below.
INCREASED COMMITMENT SUPPLEMENT, OMNIBUS JOINDER AND AMENDMENT AGREEMENTAgreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • New York
This INCREASED COMMITMENT SUPPLEMENT, OMNIBUS JOINDER AND AMENDMENT AGREEMENT (this “Supplement and Joinder”) is dated as of June 6, 2013 (the “Effective Date”) and entered into by and among AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC, a Delaware limited liability company, AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC, a Delaware limited liability company (each, an “Initial Borrower” and collectively, the “Initial Borrowers”), and each other entity set forth on the signature pages hereto joining as a borrower (each, a “Joining Borrower”, and collectively, the “Joining Borrowers”, and together with the Initial Borrowers, the “Borrowers”), AMERICAN HOMES 4 RENT, L.P., a D
SECOND AMENDMENT TO AMENDED AND RESTATED CONTRIBUTION AGREEMENTContribution Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Second Amendment”) is entered into as of March 18, 2013 and made effective as of December 31, 2012 (the “Effective Date”), by and among AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “Company”), AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership (“OP”), AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC, a Delaware limited liability company (“AH One”), and AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“AH LLC”), with respect to the Recitals set forth below.
MASTER LOAN AND SECURITY AGREEMENT Dated as of March 7, 2013 among American Homes 4 Rent Properties One, LLC, as a Borrower American Homes 4 Rent Properties Two, LLC, as a Borrower American Homes 4 Rent Properties Three LLC, as a Borrower American...Master Loan and Security Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • New York
THIS MASTER LOAN AND SECURITY AGREEMENT, dated as of March 7, 2013 (“Agreement”) is made by and among American Homes 4 Rent Properties One, LLC, a Delaware limited liability company, American Homes 4 Rent Properties Two, LLC, a Delaware limited liability company, American Homes 4 Rent Properties Three, LLC, a Delaware limited liability company, American Homes 4 Rent Properties Four, LLC, a Delaware limited liability company, American Homes 4 Rent Properties Five, LLC, a Delaware limited liability company, American Homes 4 Rent Properties Six, LLC, a Delaware limited liability company and each other entity that may be subsequently added as a party to this Agreement under a Joinder Agreement (individually, each a “Borrower” and collectively the “Borrowers”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as lender (“Lender”). Borrowers and Lender (each a “Party” and collectively, the “Parties”) hereby agree as follows:
FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN HOMES 4 RENT, L.P. DESIGNATION OF 3.5% CONVERTIBLE PREFERRED UNITS December 31, 2012American Homes 4 Rent • June 25th, 2013 • 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. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance to American Homes 4 Rent, LLC (“AH4R LLC”) of 3.5% Convertible Preferred Units (as defined below) of American Homes 4 Rent, L.P. (the “Partnership”) in exchange for the contribution by AH4R LLC of a Class B membership interest in American Homes 4 Rent Investments, LLC:
AMENDED & RESTATED SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN HOMES 4 RENT, L.P. DESIGNATION OF SERIES C CONVERTIBLE UNITS May 22, 2013American Homes 4 Rent • June 25th, 2013 • 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 (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the issuance to American Homes 4 Rent, LLC (“AH LLC”) of Series C Convertible Units (as defined below) of American Homes 4 Rent, L.P. (the “Partnership”) in exchange for the contribution by AH LLC of approximately 2,770 single family homes with an estimated value of $492 million (the “Properties”):
AMENDED AND RESTATED CONTRIBUTION AGREEMENTAmended and Restated Contribution Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • Maryland
This AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”) is executed as of December 28, 2012 by and among AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “Company”), AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership (the “OP”), AMERICAN HOMES 4 RENT, PROPERTIES ONE, LLC, a Delaware limited liability company and wholly-owned subsidiary of the OP (“AH One”) and AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“AH LLC”), and amends and restates that certain Contribution Agreement dated November 21, 2012.
AMENDED AND RESTATED AGREEMENT ON INVESTMENT OPPORTUNITIESAgreement on Investment Opportunities • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • Maryland
This AMENDED AND RESTATED AGREEMENT ON INVESTMENT OPPORTUNITIES, dated as of June 10, 2013, is made and entered into by and between AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“AH LLC”), American Homes 4 Rent Acquisitions and Renovations, LLC, a Delaware limited liability company (“AH4R Acquisitions and Renovations”), and AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “Company”). AH LLC, AH4R Acquisitions and Renovations and the Company are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
INVESTOR SUBSCRIPTION AGREEMENTInvestor Subscription Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • Maryland
This Investor Subscription Agreement (this “Agreement”) is made and entered into as of November 21, 2012, by and among American Homes 4 Rent, a Maryland real estate investment trust (the “Company”), and American Homes 4 Rent, LLC, a Delaware limited liability company (the “Purchaser”). The Company and the Purchaser are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
CONTRIBUTION AGREEMENTContribution Agreement • June 25th, 2013 • American Homes 4 Rent • Real estate investment trusts • Maryland
This CONTRIBUTION AGREEMENT (this “Agreement”) is executed as of February 25, 2013 by and among AMERICAN HOMES 4 RENT, LLC, a Delaware limited liability company (“AH LLC”), AMERICAN HOMES 4 RENT, a Maryland real estate investment trust (the “Company”), AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership (the “OP”), and AH4R PROPERTIES HOLDINGS, LLC, a Delaware limited liability company and wholly-owned subsidiary of AH LLC (“AH Holdings”).
