THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF VINEBROOK HOMES OPERATING PARTNERSHIP, L.P. a Delaware limited partnership PARTNERSHIP INTERESTS ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS AMENDED AND RESTATED AS OF AUGUST 3, 2023Limited Partnership Agreement • August 4th, 2023 • Vinebrook Homes Trust, Inc. • Real estate investment trusts • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as now or hereafter amended, restated, modified, supplemented, or replaced, this “Agreement”) of VineBrook Homes Operating Partnership, L.P. (the “Partnership”), dated as of August 3, 2023, is entered into by and among VineBrook Homes OP GP, LLC, a Delaware limited liability company (the “General Partner”) and the Persons who are admitted from time to time as limited partners in accordance with this Agreement and who have not subsequently withdrawn (the “Limited Partners”), such persons being identified on the books and records of the Partnership.
CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 4th, 2023 • Vinebrook Homes Trust, Inc. • Real estate investment trusts • New York
CONTRIBUTION AGREEMENT BY AND AMONG VINEBROOK HOMES, LLC, as Company VINEBROOK MANAGEMENT, LLC, VINEBROOK DEVELOPMENT CORPORATION, VINEBROOK HOMES PROPERTY MANAGEMENT COMPANY, INC., VINEBROOK HOMES REALTY COMPANY, INC., VINEBROOK HOMES SERVICES...Contribution Agreement • August 4th, 2023 • Vinebrook Homes Trust, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 3, 2023, by and among VineBrook Management, LLC, a Delaware limited liability company, VineBrook Development Corporation, a Delaware corporation, VineBrook Homes Property Management Company, Inc., an Ohio corporation, VineBrook Homes Realty Company, Inc., an Ohio corporation, VineBrook Homes Services Company, Inc., an Ohio corporation, and each of the individuals set forth on Schedule C (each a “Contributor” and collectively, the “Contributors”), VineBrook Homes, LLC, a Delaware limited liability company (the “Company”), VineBrook Homes Operating Partnership, L.P., a Delaware limited partnership, (“Buyer”), and Dana Sprong, solely in his capacity as the representative of the Contributors (the “Contributors Representative”). Unless defined herein, capitalized terms used in this Agreement are defined in Exhibit A.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF VINEBROOK HOMES OPERATING PARTNERSHIP, L.P.Limited Partnership Agreement • August 4th, 2023 • Vinebrook Homes Trust, Inc. • Real estate investment trusts
This First Amendment (this “Amendment”), dated as of July 31, 2023, is to the Second Amended and Restated Limited Partnership Agreement of VineBrook Homes Operating Partnership, L.P. (the “Partnership”), dated September 7, 2021, by and among VineBrook Homes OP GP, LLC, a Delaware limited liability company (the “General Partner”), and the Persons that are party thereto from time to time and whose names are identified on the books and record of the Partnership (as it may be amended from time to time) (as amended, the “Partnership Agreement”). All capitalized terms used herein and not otherwise defined have the respective meaning given to such terms in the Partnership Agreement as amended hereby.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2023 • Vinebrook Homes Trust, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 3, 2023, is entered into by and between VineBrook Homes Trust, Inc., a Maryland corporation (the “Company”) and the parties listed on Schedule A hereto (each, an “Initial Holder” and collectively, the “Initial Holders”).
FORM OF PERFORMANCE SHARE AGREEMENTForm of Performance Share Agreement • August 4th, 2023 • Vinebrook Homes Trust, Inc. • Real estate investment trusts • Delaware
This PERFORMANCE SHARE AGREEMENT (this “Agreement”), is made and entered into as of August 3, 2023 (the “Grant Date”), by and between VineBrook Homes Trust, Inc., a Maryland corporation (the “Company”), and [Ryan McGarry / Dana Sprong] (the “Participant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan (as defined below).
ASSIGNMENT OF INTERESTS AGREEMENTAssignment of Interests Agreement • August 4th, 2023 • Vinebrook Homes Trust, Inc. • Real estate investment trusts • Delaware
This Assignment of Interests Agreement (this “Agreement”) is dated August 3, 2023 (the “Effective Date”), by and between Dana Sprong, Ryan McGarry, Dan Bathon and Tom Silvia (collectively, the “Assignors”) and VineBrook Homes Trust, Inc., a Maryland corporation (the “Assignee”).
VINEBROOK HOMES, LLC FORM OF SEVERANCE AGREEMENTSeparation and Release Agreement • August 4th, 2023 • Vinebrook Homes Trust, Inc. • Real estate investment trusts • Delaware
This SEVERANCE AGREEMENT (this “Agreement”) is effective as of August 3, 2023, and made by and among VineBrook Homes Trust, Inc. (“VineBrook”), VineBrook Homes Operating Partnership, L.P., the operating partnership of VineBrook (the “OP”), VineBrook Homes, LLC, a wholly-owned subsidiary of the OP (the “Company”) and [Dana Sprong / Ryan McGarry] (the “Executive”). The Company and the Executive are referred to herein as the “Parties.”
August 3, 2023Contribution Agreement • August 4th, 2023 • Vinebrook Homes Trust, Inc. • Real estate investment trusts
This Amendment amends that certain Side Letter to Contribution Agreement (the “Side Letter”), dated as of March 9, 2023, by and among each of the signatories hereto (the “Parties”) pursuant to which the Parties agreed upon, among other things, a form of Contribution Agreement (the “Original Contribution Agreement” and, as amended pursuant to this Amendment, the “Contribution Agreement”), by and among the Parties pursuant to which VineBrook Homes Operating Partnership, L.P. (the “Buyer”) will purchase all of the issued and outstanding equity interests of VineBrook Homes, LLC (the “Company”) on the terms set forth therein. Capitalized terms used, but not otherwise defined, herein shall have the meaning given to such terms in the Contribution Agreement.
VINEBROOK HOMES TRUST, INC. VINEBROOK HOMES OPERATING PARTNERSHIP, L.P. FORM OF PROFITS INTEREST UNITS AGREEMENTForm of Profits Interest Units Agreement • August 4th, 2023 • Vinebrook Homes Trust, Inc. • Real estate investment trusts • Delaware
This PROFITS INTEREST UNITS AGREEMENT (this “Agreement”), is made and entered into as of August 3, 2023 (the “Grant Date”), by and among VineBrook Homes Operating Partnership, L.P., a Delaware limited partnership (the “Partnership”), VineBrook Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”), and [Ryan McGarry / Dana Sprong] (the “Participant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan (as defined below) or the Partnership Agreement (as defined below), as applicable.
