0001193125-14-303112 Sample Contracts

FEDERAL HOME LOAN BANK OF CHICAGO ADVANCES, COLLATERAL PLEDGE, AND SECURITY AGREEMENT [Insurance Companies] [Nonstandard – RWT Financial, LLC]
Advances, Collateral Pledge, and Security Agreement • August 8th, 2014 • Redwood Trust Inc • Real estate investment trusts • Illinois

THIS AGREEMENT, dated as of July 16, 2014 between the FEDERAL HOME LOAN BANK OF CHICAGO, with its principal office located at 200 East Randolph Drive, Chicago, Illinois 60601 (“Bank”) and RWT FINANCIAL, LLC, a Delaware limited liability company, authorized by the Delaware Insurance Commissioner as a special purpose captive insurance company pursuant to Certificate of Authority dated April 24, 2014 (“Member”), organized under the laws of Delaware, and having its chief executive office at 155 North Wacker Drive, Suite 4250, Chicago, Illinois 60606.

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REDWOOD TRUST, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • August 8th, 2014 • Redwood Trust Inc • Real estate investment trusts

PERFORMANCE STOCK UNIT AWARD AGREEMENT dated as of the day of , 20 (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and , an employee of the Company (the “Participant”).

SECOND AMENDMENT TO LEASE
Lease • August 8th, 2014 • Redwood Trust Inc • Real estate investment trusts • Colorado

THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is entered into effective as of this 23rd day of June, 2014 (the “Second Amendment Date”), by and between MG-POINT, LLC, a Colorado limited liability company (“Landlord”), and REDWOOD TRUST, INC., a Maryland corporation (“Tenant”).

REDWOOD TRUST, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 8th, 2014 • Redwood Trust Inc • Real estate investment trusts

RESTRICTED STOCK AWARD AGREEMENT dated as of the day of , 20 (this “Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Corporation”), and , an employee of the Corporation (the “Purchaser”).

REDWOOD TRUST, INC. DEFERRED STOCK UNIT AWARD AGREEMENT
Deferred Stock Unit Award Agreement • August 8th, 2014 • Redwood Trust Inc • Real estate investment trusts

DEFERRED STOCK UNIT AWARD AGREEMENT dated as of the day of 20 (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and , an [employee/director] of the Company (the “Participant”).

SUPPLEMENT TO ADVANCES, COLLATERAL PLEDGE AND SECURITY AGREEMENT—FINANCIAL COVENANTS
Supplement to Advances, Collateral Pledge and Security Agreement—financial Covenants • August 8th, 2014 • Redwood Trust Inc • Real estate investment trusts

THIS SUPPLEMENT TO ADVANCES, COLLATERAL PLEDGE AND SECURITY AGREEMENT—FINANCIAL COVENANTS (“Financial Covenants Supplement”), dated as of July 16, 2014 between the FEDERAL HOME LOAN BANK OF CHICAGO, with its principal office located at 200 East Randolph Drive, Chicago, Illinois 60601 (“Bank”), RWT FINANCIAL, LLC, a Delaware limited liability company authorized by the Delaware Insurance Commissioner as a special purpose captive insurance company pursuant to a Certificate of Authority dated April 24, 2014 (“Member”) organized under the laws of Delaware and having its chief executive office at 155 South Wacker Drive, Suite 4250, Chicago, Illinois 60606, and REDWOOD TRUST, INC., a corporation (“Company”) organized under the laws of Maryland, and having its chief executive office at One Belvedere Place, Suite 300, Mill Valley, California 94941.

FIFTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2014 • Redwood Trust Inc • Real estate investment trusts • California

THIS FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of the 6th day of August 2014 (the “Effective Date”) by and between MARTIN S. HUGHES (the “Executive”) and REDWOOD TRUST, INC., a Maryland Corporation (the “Company”).

GUARANTY
Guaranty • August 8th, 2014 • Redwood Trust Inc • Real estate investment trusts • Illinois

THIS GUARANTY, dated July 16, 2014, is given by Redwood Trust, Inc., a Maryland corporation (the “Guarantor”), in favor of the Federal Home Loan Bank of Chicago (“FHLB Chicago”), an instrumentality of the United States of America, located at 200 E. Randolph Drive, Chicago, Illinois 60601.

FIFTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2014 • Redwood Trust Inc • Real estate investment trusts • California

THIS FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of the 6th day of August 2014 (the “Effective Date”) by and between BRETT D. NICHOLAS (the “Executive”) and REDWOOD TRUST, INC., a Maryland Corporation (the “Company”).

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