INDEPENDENCE MORTGAGE TRUST, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • May 29th, 2012 • Independence Mortgage Trust, Inc. • Real estate investment trusts
Independence Realty Securities, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of , 2012 (the “Dealer Manager Agreement”), with Independence Mortgage Trust, Inc. (the “Company”), a Maryland corporation that intends to qualify and elect to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31st of the year in which the Company satisfies the Minimum Offering (as defined below). Pursuant to the Dealer Manager Agreement, the Dealer Manager has agreed to act as exclusive dealer manager for, and to use its reasonable best efforts to solicit subscriptions in connection with, the Company’s public offering of (a) up to 150,000,000 shares of the Company’s common stock, $.01 par value per share (the “Shares”), for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers), in th
ESCROW AGREEMENTEscrow Agreement • May 29th, 2012 • Independence Mortgage Trust, Inc. • Real estate investment trusts • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2012 by and among Independence Realty Securities, LLC, a Delaware limited liability company (the “Dealer Manager”), Independence Mortgage Trust, Inc., a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
FORM OF ADVISORY AGREEMENT AMONG INDEPENDENCE MORTGAGE TRUST, INC., INDEPENDENCE MORTGAGE TRUST, LP, AND INDEPENDENCE MORTGAGE ADVISOR, LLCAdvisory Agreement • May 29th, 2012 • Independence Mortgage Trust, Inc. • Real estate investment trusts • Delaware
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of , 2012, and effective as of the date that the Registration Statement is declared effective by the SEC (the “Effective Date”), is entered into by and among Independence Mortgage Trust, Inc., a Maryland corporation, Independence Mortgage Trust, LP, a Delaware limited partnership, and Independence Mortgage Advisor, LLC, a Delaware limited liability company. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Section 1 below.
