FIFTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN HOMES 4 RENT, L.P. DESIGNATION OF 5.000% SERIES A PARTICIPATING PREFERRED UNITS October 24, 2013American Homes 4 Rent • October 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 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, and the Fourth Amendment, dated as of June 10, 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 5.000% Series A 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 5.000% Series A Participating Preferred Shares of beneficial interest, par value $0.01 per share, of AH4R (the “5.000% Series A Participating Preferred Shares”):
