·] Shares SILVER BAY REALTY TRUST CORP. Common Stock UNDERWRITING AGREEMENTManagement Agreement • December 12th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • New York
Introductory. Silver Bay Realty Trust Corp., a Maryland corporation (the “Company”), agrees with Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) to issue and sell to the several Underwriters [·] shares (the “Firm Securities”) of its common stock, par value $0.01 per share (the “Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [·] additional shares of its Securities (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Pursuant to the Agreement of Limited Partnership (the “OP Agreement”) of Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), upon receipt o
CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 4, 2012 BY AND AMONG SILVER BAY REALTY TRUST CORP., a Maryland corporation SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership AND THE CONTRIBUTORS as set forth on Schedule 1 heretoContribution Agreement • December 12th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into as of December 4, 2012 (this “Agreement”), by and among Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), the contributors whose names appear on Schedule 1 hereto (each a “Contributor” and, collectively, the “Contributors”) and, for purposes of Section 5.04, Polar Cactus II LLC (the “Contributed Entity”) and for purposes of Section 1.04, Section 5.07 and Section 6.15, Provident Real Estate Advisors, LLC (“Provident”) in its capacity as the managing member of the Contributed Entity. Certain capitalized terms are defined in Section 6.02 of this Agreement.
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 4, 2012 BY AND AMONG SILVER BAY REALTY TRUST CORP., a Maryland corporation SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership PROVIDENT RESIDENTIAL REAL ESTATE FUND LLC a Minnesota...Agreement and Plan of Merger • December 12th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 4, 2012, by and among Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), Provident Residential Real Estate Fund LLC, a Minnesota limited liability company (“RESI”), SB RESI I Merger Sub LLC, a wholly owned merger subsidiary of the Operating Partnership and a Minnesota limited liability company (“Merger Sub”) and for purposes of Section 2.04, Provident Real Estate Advisors, LLC (“Provident”) in its capacity as the managing member of RESI. Certain capitalized terms are defined in Section 8.02 of this Agreement.
CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 4, 2012 BY AND AMONG SILVER BAY REALTY TRUST CORP., a Maryland corporation SILVER BAY OPERATING PARTNERSHIP L.P., a Delaware limited partnership AND TWO HARBORS OPERATING COMPANY LLC, a Delaware limited...Contribution Agreement • December 12th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made and entered into as of December 4, 2012 (this “Agreement”), by and among Silver Bay Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), Two Harbors Operating Company LLC, a Delaware limited liability company (“Two Harbors LLC”), and for the purposes of ARTICLE IV, ARTICLE V and ARTICLE VI, Two Harbors Investment Corp. (“Two Harbors”). Certain capitalized terms are defined in Section 7.02 of this Agreement.
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • December 12th, 2012 • Silver Bay Realty Trust Corp. • Real estate investment trusts • Delaware
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of December 4, 2012, by and among Silver Bay Realty Trust Corp., a Maryland corporation (the “REIT”), Silver Bay Operating Partnership L.P., a Delaware limited partnership and subsidiary of the REIT (the “Operating Partnership,” and collectively with the REIT, the “Consolidated Entities”), and Provident Real Estate Advisors LLC, a Minnesota limited liability company (“Provident”). Certain capitalized terms are defined in Section 4.02 of this Agreement.
