MANAGEMENT AGREEMENT among RiverBanc Multifamily Investors, Inc., RiverBanc Multifamily LP, RB Multifamily Investors LLC and RiverBanc LLCManagement Agreement • July 22nd, 2015 • RiverBanc Multifamily Investors, Inc. • Real estate investment trusts • New York
MANAGEMENT AGREEMENT, dated as of [ ], 2015, by and among RiverBanc Multifamily Investors, Inc., a Maryland corporation (the “Company”), RiverBanc Multifamily LP, a Delaware limited partnership (the “Operating Partnership”), RB Multifamily Investors LLC, a Delaware limited liability company (“RBMI”), and RiverBanc LLC, a North Carolina limited liability company (the “Manager”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RB MULTIFAMILY INVESTORS LLC Dated as of [•], 2015Limited Liability Company Agreement • July 22nd, 2015 • RiverBanc Multifamily Investors, Inc. • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the [•] day of July, 2015, by and among RB MULTIFAMILY INVESTORS LLC, a Delaware limited liability company (the “Company”), the parties listed on the signature pages hereto and all other Persons who hereafter execute the Joinder Agreement in accordance with the provisions hereof.
●] Shares RIVERBANC MULTIFAMILY INVESTORS, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2015 • RiverBanc Multifamily Investors, Inc. • Real estate investment trusts • New York
RiverBanc Multifamily Investors, Inc., a Maryland corporation (the “Company”), which is externally managed and advised by RiverBanc LLC, a limited liability company organized and existing under the laws of North Carolina (the “Manager”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), subject to the terms and conditions stated in this agreement by and among the Company, the Manager, the Operating Partnership (as defined below) and the Representatives (as defined below) (this “Agreement”), [●] shares of the common stock, $0.01 par value per share (the “Common Stock”), of the Company (the “Firm Shares”).
CONTRIBUTION AGREEMENTContribution Agreement • July 22nd, 2015 • RiverBanc Multifamily Investors, Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of July 22, 2015 by and among RB Commercial Mortgage LLC, a Delaware limited liability company (the “Contributor”), New York Mortgage Trust, Inc., a Maryland corporation and the sole member of the Contributor, (“NYMT”), RiverBanc Multifamily LP, a Delaware limited partnership (the “Operating Partnership”) and RiverBanc Multifamily Investors, Inc., a Maryland corporation (“RBMI”).
CONTRIBUTION AGREEMENTContribution Agreement • July 22nd, 2015 • RiverBanc Multifamily Investors, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the [•] day of July, 2015, by and among RB MULTIFAMILY INVESTORS LLC, a Delaware limited liability company (the “Company”), the parties listed on the signature pages hereto and all other Persons who hereafter execute the Joinder Agreement in accordance with the provisions hereof.
STOCKholder AgreementStockholder Agreement • July 22nd, 2015 • RiverBanc Multifamily Investors, Inc. • Real estate investment trusts • Maryland
This Stockholders Agreement (as the same may be amended, modified or supplemented from time to time, this “Agreement”) dated as of [ ], 2015, by and between RiverBanc Multifamily Investors, Inc., a Maryland corporation (the “Company”), and New York Mortgage Trust, Inc., a Maryland corporation (“NYMT”).
WAIVER OF CERTAIN REQUIREMENTS UNDER SECTIONS 2.2.3 and 3.2 OF THE MANAGEMENT AGREEMENTWaiver of Certain Requirements • July 22nd, 2015 • RiverBanc Multifamily Investors, Inc. • Real estate investment trusts
THIS WAIVER OF CERTAIN REQUIREMENTS UNDER SECTIONS 2.2.3 and 3.2 OF THE MANAGEMENT AGREEMENT (this “Waiver”) is made and effective as of June 30, 2015, by and among New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), RB Commercial Mortgage LLC, a Delaware limited liability company (“RB”), RiverBanc LLC, a North Carolina limited liability company (the “Manager”) and RiverBanc Multifamily Investors, Inc., a Maryland corporation (“RMI”). Capitalized terms not defined herein have the meanings specified in that certain Amended and Restated Management Agreement, dated as of March 13, 2013 (the “NYMT Management Agreement”), by and between the Company, RB and the Manager.
