Silver Bay Realty Trust Corp. – AGREEMENT AND PLAN OF MERGER by and Among TRICON CAPITAL GROUP INC., TAH ACQUISITION HOLDINGS LLC, TAH ACQUISITION LP, SILVER BAY REALTY TRUST CORP., SILVER BAY MANAGEMENT LLC and SILVER BAY OPERATING PARTNERSHIP L.P. (February 27th, 2017)
This AGREEMENT AND PLAN OF MERGER, dated as of February 27, 2017 (this Agreement), is by and among Tricon Capital Group Inc., a company incorporated under the laws of the Province of Ontario (Ultimate Parent), TAH Acquisition Holdings LLC, a Delaware limited liability company (Parent), TAH Acquisition LP, a Delaware limited partnership (Parent LP), Silver Bay Realty Trust Corp., a Maryland corporation (Company), Silver Bay Management LLC, a Delaware limited liability company (Company GP) and Silver Bay Operating Partnership L.P., a Delaware limited partnership (Company LP). Parent, Parent LP, Company, Company GP and Company LP are each sometimes referred to herein as a Party and collectively as the Parties. Ultimate Parent, Parent and Parent LP are collectively referred to herein as the Parent Parties. Company, Company GP and Company LP are collectively referred to herein as the Company Parties.
Silver Bay Realty Trust Corp. – Consent and Joinder Agreement (November 3rd, 2016)
This CONSENT AND JOINDER AGREEMENT, dated October 4, 2016 (this "Consent and Joinder Agreement") is delivered by 2016A Property Owner LLC (the "New Borrower") to BANK OF AMERICA, NATIONAL ASSOCIATION, as agent for each Lender (the "Agent"), pursuant to that certain Amended and Restated Revolving Credit Agreement, dated as of February 18, 2015 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Silver Bay Operating Partnership L.P., as the Master Property Manager, SB Financing Trust Owner LLC, as representative for all of the Borrowers (in such capacity, the "Borrower Representative"), the borrowers party thereto from time to time (the "Borrowers"), U.S. Bank National Association, as Calculation Agent and as Paying Agent, Bank of America, National Association as Joint Lead Arranger, as a Lender and as agent for each Lender, JPMorgan Chase Bank, National Association, as Joint Lead Arranger and a Lender and each Lende
Silver Bay Realty Trust Corp. – Hand Delivered September 29, 2016 Christine Battist Re: Separation Agreement and Release Dear Christine: (November 3rd, 2016)
As we have discussed with you, your employment with Silver Bay Property Corp. ("Silver Bay") will terminate effective September 29, 2016. Pursuant to the Severance and Change in Control Agreement among you, Silver Bay Property Corp., and Silver Bay Realty Trust Corp., dated January 21, 2016 (the "Severance Agreement"), Silver Bay Property Corp. is willing to provide you with the separation pay and benefits described in the Severance Agreement in exchange for your agreement to the terms and conditions of this Separation Agreement and Release ("Agreement").
Silver Bay Realty Trust Corp. – June 21, 2016 Thomas W. Brock (August 4th, 2016)
Silver Bay Realty Trust Corp. – January 19, 2016 David N. Miller Re: Transition Services, Separation Agreement and Release Dear David: (May 5th, 2016)
As discussed, you and Silver Bay Property Corp. ("Silver Bay" or the "Company") have mutually agreed that your services to Silver Bay through Doherty Employment Group, Inc., the professional employer organization at which you are currently employed for the purpose of providing services to Silver Bay (the "PEO"), shall terminate effective as of February 15, 2016 (the "Termination Date"). All references herein to Silver Bay or the Company shall include the PEO to the extent appropriate based on the context. The purpose of this Transition Services, Separation Agreement and Release letter ("Agreement") is to set forth the terms and conditions of your transition services and the specific separation benefits that Silver Bay will provide you in exchange for your agreement to the terms and conditions of this Agreement.